ZEEL PROJECT LICENSE TERMS

These License Terms (“Terms”) are a legal agreement between the person or entity who is licensing to use the products (“you”, “your,” “Licensee”) and Zeel Project (“Licensor”, or “we”).

These govern our respective rights and obligations with respect to your access and use of the products (the “Products”) and the associated electronic documentation (collectively, the “Materials”).

I. Definitions

Unless expressly stated otherwise:

“3D Model” shall mean the collection of one or more digital files, illustrated as a product on the Site identifiable by a 3D Model ID, and which is available to you for Purchase on the Site.

“Site” shall refer to the Zeel Project website, API’s, software applications or any approved means or utility either currently in existence or in the future; the software and source code used by Zeel Project to provide such services; user interface layouts, designs, images, text, knowledgebase articles, program offers; site information provided in reports (such as popular keyword searches); and all other intellectual property protected under copyright, trademark, patent, publicity, or any other proprietary right.

“Purchase” shall mean the acquisition of a 3D Model by you from the Site, whether as a purchase of 3D Model made available at a price of greater than $0, or a download of 3D Model made available at no charge.

“Zeel Project” shall include Zeel Project and all licensed affiliates and partners that distribute 3D Models on behalf of Zeel Project.

“Product Page” shall mean the product page or interface that displays 3D Models available for Purchase on the Site.

“Imagery” shall mean a Creation made of any single image or sequence of images.

“Depicted Intellectual Property” shall mean any intellectual property depicted in the 3D Model, including any copyright, trademark, trade dress, right of publicity, or any other proprietary right throughout the world that may apply. For purposes of clarity, this does not refer to the copyrights owned by the creator of the 3D Model that are licensed in this agreement.

II. License Rights

1. Ownership. No title or ownership in 3D Models may be granted by Zeel Project. Rights in 3D Models not expressly granted in this agreement are reserved by Zeel Project for itself and its licensors.

2. Rights Granted. For 3D Models, Zeel Project grants to you a non-exclusive, perpetual, worldwide right and license to copy, distribute, reproduce, adapt, publicly display, publicly perform, digitally perform, transmit, broadcast, telecast, advertise, create derivative works, and market 3D Models within Creations in the uses authorized in this agreement. In case you wish to request an authorization for a use which is not covered by this agreement (“New Use”), you shall write to contact@zeelproject.com. Zeel Project is the one authorized to approve a New Use if Zeel Project, at its sole discretion, finds that the New Use is considerably similar to another established use in this agreement, and shall authorizes the New Use in a written form.

3. Editorial Use Restriction for Some 3D Models. These limitations (restrictions) are applicable to any 3D Model with an “Editorial Uses Only” label on its Product Page. The allowed use of Depicted Intellectual Property in such 3D Models is limited to news reporting in Creations of some cultural, editorial, journalistic, or otherwise newsworthy value, including news reporting on television and the internet. Another allowed use is within an academic setting, limited to teaching, scholarship, and research. Such a limitation is not applicable in case you have the necessary authorization for utilizing the Depicted Intellectual Property for your Creation.

4. Creations of Imagery.

Allowed Usage of Creations of Imagery. You are allowed to use Creations of Imagery within news, film, movies, television programs, video projects, multi-media projects, theatrical display, software user interfaces; architectural renderings, Computer Games, virtual worlds, simulation and training environments; corporate communications, marketing collateral, tradeshow promotional items, booth decorations and presentations; pre-visualizations, product prototyping and research; mobile, web, print, television, and billboard advertising; online and electronic publications of blogs, literature, social media, and email campaigns; website designs and layouts, desktop and mobile wallpapers, screensavers, toolbar skins; books, magazines, posters, greeting cards; apparel items, brochures, framed or printed artwork, household items, office items, lenticular prints, product packaging and manufactured products.

Restrictions on Permitted Uses of Creations of Imagery.

a. Stock Media Clearinghouse. You are NOT permitted to publish or otherwise distribute Creations of Imagery through another stock media clearinghouse.

b. Promotional Images. Images demonstrated for the promotion of a 3D Model on its Product Page (“Promotional Images”) may be used in Creations of Imagery, provided that the 3D Model itself has been Purchased and subject to the following restrictions:

i. You may NOT use a Promotional Image that has any added element which is not included as part of the 3D Model. An example of this type of restricted use is if the 3D Model contains an airplane, and there is a Promotional Image of that airplane rendered over a blue sky; however, the blue sky image is not included as part of the 3D Model. Other prohibited examples include use of Promotional Images from movies or advertisements that may have used 3D Model.

ii. You may NOT use any Promotional Image that has a logo, mark, watermark, attribution, copyright or other notice superimposed on the image without prior approval from Zeel Project Support.

c. Business Logos. You may NOT use Imagery in any Creation that is a trademark, service mark, or business logo. This restriction is included because the owners of these types of Creations typically seek exclusivity on the use of the imagery in their Creation, which is incompatible with the non-exclusive license granted to you under this agreement.

5. Creations of Computer Games and Software

Permitted Uses in Creations of Computer Games and Software. Subject to the following restrictions, you may incorporate 3D Models in Creations of Computer Games, virtual worlds, simulation and training environments; mobile, desktop and web applications; and interactive electronic publications of literature such as e-books and electronic textbooks.

Restrictions on Permitted Uses of 3D Models in Creations of Games and Software.

a. Interactivity. Your inclusion of 3D Models within any such Creation is limited to uses where 3D Model is contained in an interactive experience for the user and not made available outside of the interactive experience.

b. Access to 3D Models. You must take all reasonable and industry standard measures to incorporate 3D Models within Creations to prevent other parties from gaining access to 3D Models. 3D Models must be contained in proprietary formats so that they cannot be opened or imported in a publicly available software application or framework, or extracted without reverse engineering. WebGL exports from Unity, Unreal, and Lumberyard are permitted. Any other open format or format encrypted with decryptable open standards (such as an encrypted compression archive or other WebGL programs not listed here) are prohibited from using 3D Models. If your Creation uses WebGL and you are not sure if it qualifies, please contact contact@zeelproject.com. and describe your Creation in detail.

c. Open Systems. You typically may NOT include 3D Models in Creations that have the general functionality for importing and/or exporting 3D Models. Please contact contact@zeelproject.com. and describe your Creation in detail if this is your desired use. An example of such a prohibited use is to include 3D Models as a starter library within a standard retail Software Creation that allows users to generally work with 3D Models, even if the 3D Model itself is somehow protected and is not capable of being exported. An allowed use is for custom or enterprise software in certain circumstances.

d. Virtual Good Sales. You may NOT import, upload, reproduce, make available, publish, transmit, distribute, or sublicense 3D Models in Creations of virtual goods or worlds for any 3D community (“Virtual World”), unless you or your Client owns the Virtual World platform and it complies with the previous restrictions.

6. Creations of Physical Form.

Permitted Uses in Creations of Physical Form. Subject to the following restrictions, you may use 3D Models to make Physical Creations such as 3D printed works, articles of manufacture, custom vehicles, furniture, jewelry, sculptural artwork, toys, and physical entertainment goods (“Creations of Physical Form”).

Restrictions on Permitted Uses in Creations of Physical Form.

a. Substantially Similar Creations. The allowed use of any Creation of Physical Form in which a 3D Model is untransformed or substantially similar to the 3D Model is limited to personal use, gifts, or charitable donations, with a maximum of 5 instances of such Creation per Purchase; unless the 3D Model is a small part of a much larger array of other physical objects in the Creation. For example, if you are creating a real-world, physical human skeleton for manufacture for sale, it is permitted to add a 3D printed human head that exactly resembles the Purchased 3D Model, but it is not permitted to sell the 3D printed head by itself. Another permitted example of a 3D Model being a small part of a larger array is using a 3D Model that ends up within an automobile as a part of the automobile.

b. No Depicted Intellectual Property. You may NOT reproduce Depicted Intellectual Property in any Creation of Physical Form for any purpose. For example, you may NOT make Physical Form Creations of a copyrighted character (Spiderman, Elsa, Slimer), or branded technology (Apple, Toshiba, Samsung).

7. 3D Industry Promotional Use. If Zeel Project has granted you, as a hardware or software partner, access to priced 3D Models on a free-of-charge basis, your use of 3D Models is restricted to internal testing for your 3D software or hardware products, and to the promotion of your software or hardware products with Creations of Imagery provided that an attribution of the artist’s name and the Site are included. You agree that should any 3D Models be used outside of these purposes in ways that are normally allowed after a Purchase, that you will notify Zeel Project and promptly Purchase the 3D Models and otherwise comply with the terms herein.

8. Unauthorized Use. In case3D Models are used by you without authorization, the Zeel Project is entitled to terminate your account and pursue other penalties, damages, losses, and profits Zeel Project may execute under this agreement or at law or equity. The unauthorized uses that are explicitly prohibited are as follows:

a. Competition. It is prohibited to use 3D Models in a manner that competes with the Site, including distributing through 3D Model Clearinghouses. It is prohibited to publish, distribute, or make 3D Models available through any online clearinghouse infrastructure. You may not redistribute 3D Models as part of any design template, After Effects template, stock photography, video or clip art for distribution or licensing through any online stock media clearinghouse whatever.

b. Re-Distribution. No re-distribution, publishing, or making 3D Models available to any third party is allowed, except in the form of a permitted Creation, or shared as authorized in this agreement.

c. Group Buying. You may NOT aggregate funds to Purchase 3D Models with one or more other parties. An example of this prohibited use is a website membership where members pool their money to make a single Purchase that is shared by the members of the group. Each such member must Purchase individually.

d. No Obscene or Unlawful Use. You may NOT use 3D Models for any defamatory, harassing, pornographic, obscene, or racist purpose, or to infringe any party’s Depicted Intellectual Property rights.

e. False Attribution. You may NOT misrepresent yourself as the creator of 3D Models.

9. Resellers. The license granted herein is wholly transferable by an authorized reseller (“Reseller”) to another party (“Transferee”). Each transferred license must be transferred entirely and all transferred 3D Models must be permanently deleted from the Reseller’s systems after the transfer. When transferring the license, Reseller represents and warrants that the Reseller has the authority to bind the Transferee to these terms. The Reseller is jointly and severally responsible with any Transferee and each are liable for the transferee’s use and compliance with Zeel Project’s Terms of Use and Site’s policies and procedures as well as any financial obligations hereunder.

III. License Term & Termination

1. Term. Your right and license to 3D Models is perpetual, unless terminated as described herein.

2. Termination. Your license grant is terminated immediately and without notice in the cases below. In such termination, you and any recipients of 3D Models must cease use, distribution, and destroy all copies of 3D Models.

a. Reversal of Purchase. Your right and license to 3D Models are contingent on your Purchase of 3D Models. Any payment reversal of a Purchase for any reason immediately terminates all rights granted under this agreement. Potential Reasons for a payment reversal include:

i. Zeel Project reverses your Purchase at your request.

ii. Zeel Project receives a charge back or other notice from your bank or credit card cancelling your Purchase and/or withdrawing the funds used for your Purchase.

iii. Zeel Project determines in its sole discretion that your Purchase was fraudulent.

iv. When you are granted delayed payment terms, and fail to make payments such that Zeel Project sends you notice and terminates your account.

b. Failure to Abide by the License Grant. Material failure to abide by the terms of this agreement immediately terminates your right and license to 3D Models. If you detect a violation of the license grant by you or any recipient of shared 3D Models, and promptly report the violation to contact@zeelproject.com., Zeel Project will make a good faith effort to find an appropriate remedy to preserve your license grant.

IV. Limitation of Liability

1. In no event shall Zeel Project, nor any of its officers, directors and employees, shall be held liable for anything arising out of or in any way connected with your use of the Site whether such liability is under contract. Zeel Project, including its officers, directors and employees shall not be held liable for any indirect, consequential or special liability arising out of or in any way related to your use of the Site. The 3D Models are provided on an “as is”, “as available”, and “with all faults” basis. Zeel Project makes no representations, warranties, conditions, or guarantees as to the usefulness, quality, suitability, truth, fitness for a particular purpose, non-infringement, merchantability, or cosmetic attributes of 3D Models, and does not guarantee the accuracy or completeness of specifications associated with 3D Models, including measurements, weight, durability, strength, materials, general physical properties, regulatory compliance, other engineering or construction attributes.

2. Zeel Project disclaims all express or implied conditions, representations, and warranties of any kind regarding 3D Models, including any implied warranty or condition of merchantability.

3. You assume all risk for any damage to your computer systems and network for any damage to your computer system by obtaining 3D Models, including any damages resulting from computer viruses.

4. To the fullest extent permitted by law, Zeel Project shall not be liable for (A) any direct, indirect, punitive, special, incidental, consequential, or exemplary damages (including loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantage) arising out of or in connection with 3D Models, even if Zeel Project has previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence). To the extent that any jurisdiction does not allow the exclusion or limitation of direct, incidental, or consequential damages, portions of the preceding limitation or exclusion may not apply, but should be construed to the greatest extent applicable in such jurisdictions. Notwithstanding anything to the contrary herein, the Zeel Project indemnification obligation shall be limited to maximum 100 (one hundred) United State dollars (USD) for all kinds of licenses.

5. You agree to indemnify and hold Zeel Project and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, employees and representatives (“Zeel Project Parties”) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to, or arising out of your use of 3D Models or Creations.

6. In the event of an indemnification claim by You, you agree to provide prior notice to Zeel Project within thirty days’ of receiving any claim and allowing Zeel Project to fully control such claim, including but not limited to, selection of counsel, reasonable diligence into the claim, and if necessary litigation and/or settlement. Notice must be given via email to: contact@zeelproject.com. Notice is not considered made until it is acknowledged in writing by Zeel Project.

V. Other Terms

1. Entire Agreement. This agreement constitutes the entire agreement between you and Zeel Project relating to your Purchase, unless you have a corporate license agreement with Zeel Project. Corporate licenses are available with additional protections for additional fees. Please contact contact@zeelproject.com. if your organization requires a corporate license. Zeel Project does not otherwise offer any other changes, additions, variations, or additional signed forms related to this agreement. We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. By continuing to access or use the Site after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Site. Any modification to this agreement will be effective upon the moment of its publishing on the Site.

2. Material Breach and Injunction.

You agree that any material breach of these Terms will result in irreparable harm to Zeel Project for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available by law, Zeel Project will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Zeel Project seeks such an injunction.

Notwithstanding anything to the contrary herein, Zeel Project would be irreparably harmed and shall be entitled to equitable relief including injunctive relief for any hacking, theft, or misuse of the Site.

3. Import/Export Regulations. 3D Models may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall with 3D Models: (a) obtain any export, re-export, or import authorizations required by U.S. or Your local laws; (b) not design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide 3D Models to prohibited countries and entities identified in the U.S. export regulations.

4. Governing Law. This agreement is governed by Delaware law, excluding conflict of law principles. Any action or proceeding arising out of or related to this agreement must be brought in a state or federal court located in Delaware, and both parties irrevocably submit to the exclusive jurisdiction of such courts. All notices, requests and other communications under this agreement must be in writing (e-mail messages shall be deemed writings).

5. LIMITED INTERNAL USER ARBITRATION. You acknowledge and agree that Zeel Project may, at its sole discretion, arbitrate disputes between Zeel Project users involving 3D Models (including any purchaser or supplier of 3D Models), and such findings shall be final and non-appealable. Either party may request that Zeel Project arbitrate the dispute, or Zeel Project may elect, at its option, to arbitrate the dispute. After Zeel Project elects to arbitrate any dispute hereunder, Zeel Project will waive any rights to a commission from both the Purchase and arbitration, and the parties must keep the results and process confidential and may not disclose anything related to the dispute to any other party (whether by oral, written, or other type of disclosure). To resolve disputes, Zeel Project may decide to terminate or suspend users, revoke the license, offer replacement 3D Models, reestablish the licensee, or surrender or reallocate fees (whether by refund, charitable donation, or otherwise). Zeel Project may award up to 3X the Purchase price to either party depending on the circumstances. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT ACCEPTING THIS ARBITRATION PROVISION WAIVES RIGHTS TO JUDICIAL RESOLUTION, TRIAL BY JURY AND RIGHTS YOU WOULD OTHERWISE HAVE IF YOU HAD NOT AGREED TO THIS ARBITRATION PROVISION.

7. Language. The official language of this agreement is the English language.

8. Time limitations on any claim hereunder. Any claim by you hereunder must be made within two years of purchasing the 3D Model.