TERMS OF USE

Please read these Terms carefully. Access to, and use Zeel Project services (“Services”), and the Zeel Project website https://zeelproejct.com/ (“Site”), including any of its content, is conditional on your agreement to these Terms. You must read, agree with, and accept all of the terms and conditions contained in these Terms. By creating an account, or by using or visiting our Website, you are bound to these Terms and you indicate your continued acceptance of these Terms. “You” refers to the entity bound by these Terms of Use (“Terms”), whether that is a natural person who must be at least 18 years of age, or a corporate entity. This agreement incorporates by reference, the Royalty Free License and 3D Model License, as well as the Site’s Privacy Policy.

The governing language of these Terms is the English language.

I. Definitions

“Zeel Project” shall refer the Zeel Project Inc. and IT Platform LLC, and all licensed affiliates and partners (if any) that distribute Stock Media Products on behalf of Zeel project Inc.

“Stock Media Product” shall refer the collection of one or more digital files, images, or videos packaged in the form of a product on the Site that can be identified by a product ID, and that is uploaded by you, or otherwise made available to you, for Purchase on the Site. A Stock Media Product may include 3D models, texture maps, motion captures, photographs, imagery, application and plug-in software, materials and shaders, shapes and vector graphics, training materials, building components, sound effects, stock music, and videos. Additionally, a Stock Media Product may include a number of individual files of different file formats to make it easier for Customers to work in a variety of software applications (such as 3ds Max, Maya, and Cinema 4D), and may also include other files (such as jpeg images used for texturing), and images or other files that are used for promotional purposes. For Customers and their use in Creations, this definition also includes derivative and intermediary files used for that purpose.

"Site" shall refer to Zeel Project’s site, APIs, 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, knowledge base 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.

To make reading this agreement easier and less repetitive, the following constructions are used:

“Include,” including,” and “such as” are considered to be followed with “but not limited to.” Examples are used in this agreement to illustrate, rather than limit, the scope of the terms.

Unless inconsistent with the context, an expression which denotes the singular includes the plural and vice versa.

The clause headings as well as words written in upper and lower cases shall not limit, alter or affect the meaning of the Agreement.

General License to the Site.

a. Ownership. Except as expressly licensed to you in these Terms, and in other agreements provided to you by Zeel project such as those regarding Stock Media Products, the Zeel Project and the owners of the Stock Media Products retain all ownership, right, title, and interest in and to the services provided by Zeel project, including the Site and all Stock Media Products.

b. Unauthorized Use. If you use the Site or Stock Media Products in an unauthorized way, the Zeel Project may terminate your account and pursue other penalties, damages, losses, and profits to which Zeel Project is entitled under this agreement or at law or equity. The following uses of the Site are explicitly prohibited:

i. Except as expressly licensed to you, using an in-line link, frame, or forging headers around or URLs, or otherwise repackaging the Site in any way for commercial purposes;

ii. Obscuring or removing any watermark, copyright, or other proprietary notice from the Site or Stock Media Products;

iii. Mining, hacking, probing, spidering, crawling, or scraping the Site or Stock Media Products, or similarly gathering or extracting data (whether manual or robotic), including by indexing, caching, or aggregation;

iv. Decompiling, reverse engineering, or making derivative works;

v. Interfering (or engaging in any activity that may interfere) with any user’s experience;

vi. Testing for technical vulnerabilities, or circumventing any security measures or access restrictions;

vii. Using the Site for recruiting purposes or to contact Zeel Project artists for any reason; or

viii. Sharing any privately or semi-privately communicated information associated with the Site with anyone, unless you have the permission of the sending party. By way of example, you cannot take information sent to you in a private message or in a semi-private forum and make that information public or share it with any third party.

II. Material Submitted by You

Zeel Project Inc. does not claim any ownership or liability with respect to any material that you submit when using the Site. This section sets additional rules for your submission or consumption of any writing, imagery, or data to any forum, blog, or Stock Media Product (“forums”).

a. Zeel Project welcomes constructive criticism. However, you may NOT post anything that counteracts constructive, professional dialogue on 3D or related topics.

b. You may NOT submit anything that discloses, stores, or collects any contact information or any person’s personal information without that person’s permission.

c. You may NOT in any way post anything abusive, harassing, threatening, harmful, inaccurate, defamatory, libelous, pornographic, racist, or obscene.

d. You may NOT post any spam or advertising for other products or services. You may NOT post from multiple accounts, disrupt, flame, incite, or persist in repetitive or off-topic comments.

e. You are fully responsible for and shall act sensibly and with your best judgment on how and what you post to the Site.

f. You may NOT post or link to anything that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

g. You may NOT post or link to anything that infringes the rights of any third party or violates any law, rule, or regulation.

h. You may NOT re-post information elsewhere that requires a Site user account to access, such as private discussion forums or data reports.

III. Copyright Infringement

As Zeel project requires others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by the Site violates your copyright, you are encouraged to notify Zeel Project about it. Zeel Project will, as it is able, respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In order to bring infringing material to our attention, you must provide with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Site of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, including telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

In the case of a user who may infringe or repeatedly infringes upon the copyrights or other intellectual property rights of Zeel Project or others, Zeel Project may, in its sole discretion, terminate or deny access to and use of the Site, Products, and/or Services. In the case of such termination, Zeel Project will have no obligation to provide a refund of any amounts previously paid to Zeel Project to any person in respect of any such termination.

IV. Limitation of Liability

1. The Site is 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 the Site, and does not guarantee the accuracy or completeness of specifications associated with the Site, including measurements, weight, durability, strength, materials, general physical properties, regulatory compliance, other engineering or construction attributes.

2. You assume all risk for any damage to your computer systems and network for any damage to your computer system caused by using the Site, including any damages resulting from computer viruses.

3. To the fullest extent permitted by law, Zeel Project shall not be liable for 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 the Site, 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.

4. 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 harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to, or arising out of your use of the Site and any material you submit.

V. Termination and General Terms

1. Entire Agreement. This agreement constitutes the entire agreement between you and Zeel Project, unless you have additional written license agreements with Zeel Project, such as the Royalty Free License, 3D Model License, Publishing Agreement, or other corporate license. 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 offer any other changes, additions, variations, or additional signed forms related to this agreement. No modification to this agreement will be binding, unless in writing and signed by an authorized Zeel Project representative.

2. Termination; Material Breach. Your breach of these Terms or other applicable policies or agreements with Zeel Project may result in Zeel Project terminating your access to the Site, without any liability to Zeel Project. You may terminate these Terms at any time by ceasing to use the Site. 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 at law, Zeel Project will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs.

3. Import/Export Regulations. The Site 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: (a) obtain any export, re-export, or import authorizations required by U.S.; (b) not design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide, re-route, or otherwise package the Site 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).

VI. Changes

The configurations and specifications of the Site, including without limitation all content there available, may be amended and/or updated from time to time, at the sole discretion of Zeel Project. You are bound by any such changes or updates, unless such changes materially diminish the functionality and value of the Site, Products and/or Services.

1. LIMITED INTERNAL USER ARBITRATION. You acknowledge and agree that Zeel project may, in its sole discretion, arbitrate disputes between the Site’s users involving the Site or Stock Media Products, 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. To resolve disputes, Zeel project may decide to terminate or suspend users, revoke the license, offer replacement Stock Media Products, 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.

2. Notice. Any notice under this agreement shall be via email to contact@zeelproject.com, provided that you receive an acknowledgement email from a Zeel Project Inc’s representative within 5 (five) business days. If no such acknowledgement email is received, notice must be in writing and delivered by mail to the following address.

Zeel Project Inc., IT Platform LLC