IOM3D License Agreement

License

License

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN YOU (THE “LICENSEE”) AND IMPERIUM OPTIMUS MAXIMUS 3D (“IOM​”). THIS AGREEMENT APPLIES TO ALL LICENSED MATERIAL OBTAINED FROM IOM, AND IS APPLICABLE TO ONLINE, DIGITAL DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENSE, LICENSEE IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.

1.​ Definitions

In this Agreement, the following definitions apply:

1.1. "Invoice" means the emailed confirmation/invoice received from PayPal upon order confirmation, download and checkout and shall automatically incorporate the terms of a License purchase for single Licensed Material. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

1.2. "Intellectual Property" copyright, trademark, patent, trade secret, right to publicity, or any other proprietary right.

1.3. "Licensed Material" means any 3D assets hosted or any one or group of digital files, compiled and packaged on the IOM website that may, but need not, include an .STL file, an .OBJ file and/or .FBX file, as well as any, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by IOM under the terms of this Agreement in view of its online digital delivery to Licensee. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole. As used, herein website refers to the IOM website, APIs, software applications, any software source code use, licensed or implemented by IOM​, and all other Intellectual Property.

1.4. "Licensee" means the person or entity purchasing a license hereunder.

1.5. "Licensee Work" means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.

1.6. "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.

1.7. "Rights and Restrictions" means IOM granting Licensee a perpetual, non-exclusive (meaning others may use the same Licensed Material), nontransferable and non-sub licensable, Single-Seat license to use, modify, display, distribute, transmit and Reproduce the Licensed Material for the purposes of the following: (a) commercial uses, (b) marketing, promotions, advertising (c) personal, educational or any other noncommercial uses, the foregoing uses in both the digital and retail formats. However, Licensee shall not (a) sublicense, sell, assign or otherwise transfer or attempt to do so all or part of its rights under the Agreement, (b) sell, license, distribute or otherwise make available the Licensed Material as stand-alone and/or in a way that allows third parties to use, download, extract or access the Licensed Material as a stand-alone file; (c) distribute the Licensed Work if ( i ) it is so similar to the original Licensed Material incorporated therein that the Licensed Work cannot qualify as an original work of authorship or (ii) the primary value of the Licensed Work lies with the Licensed Material itself. The rights granted herein shall be applicable for so long as Licensee is in compliance with the terms and provisions of this Agreement.

1.8. "IOM​" means IMPERIUM OPTIMUS MAXIMUS 3D, its principal, directors, officers, employees, agents, both past and present.

1.9. "Seat" means the number of authorized individual access per License.

1.10 "Single-Seat" means that Licensee is allowed only one Seat per License, i.e. only one identified user or one identified user acting on behalf of an organization can access the Licensed Material under the License. Multiple users are not allowed to use the same Seat. If you wish to be granted a Multi-Seat license, please email IOM3DCS@gmail.com for a custom price quote.

2.​ Grant​ ​of​ ​Rights​ ​and​ ​Restrictions​ ​Subject​ ​to​ ​the​ ​terms​ ​of​ ​this​ ​Agreement

2.1. IOM grants to Licensee a nonexclusive, nonsublicensable, and nontransferable perpetual, worldwide right, right to use, adapt, digitally perform, transmit, create derivative works and Reproduce the Licensed Material identified in the Invoice, solely to the extent explicitly stated in this Agreement, and subject to Licensee’s full and complete compliance with this Agreement and payment in full of the Invoice via PayPal.

2.2. Use of the Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of Licensed Material, territory and any other restrictions specified in the Rights and Restrictions. Licensee may utilize the Licensed Material in any production process as may be necessary for the intended use specified in the Rights and Restrictions, including as set forth in Section 2.1 above. Licensee may license and/or transfer ownership of any Licensee Work (but not any Licensed Material contained therein) as part of any distribution process as may be necessary or appropriate for the intended use specified in the Rights and Restrictions solely as part of the distribution process contemplated in the Rights and Restrictions in connection with the intended use specified therein.

2.3. While efforts have been made to caption correctly the subject matter of, and to provide other information (including metadata) related to the Licensed Material, IOM does not warrant the accuracy of such information. Licensee shall rely upon solely the views of the Licensed Material on the IOM platform.

2.4. Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Similarly, use of Licensed Material for the direct or indirect promotion of alcoholic beverages, tobacco, gambling, weapons and explosives is prohibited. Licensee shall also comply with any applicable regulations and/or industry codes.

2.5. If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.

2.6. Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of IOM​.

2.7. Licensee may not make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file.

2.8. Licensed Material shall not be used contrary to the Rights and Restrictions.

2.9. Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material.

2.10. Licensee shall post terms and conditions on its permitted websites that prohibit, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file.

2.11. If the Rights and Restrictions include use on any social media platform or other third party website; (i) such rights shall automatically be revoked in the event that the third-party website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement, and (ii) in such event, upon IOM​'s request, Licensee shall remove any Licensed Material from such platform or website.

3.​ Credit​ ​and​ ​Intellectual​ ​Property

3.1. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, IOM grants Licensee no other right or license, express or implied, to the Licensed Material.

3.2. Trademarks. In connection with the use of IOM or any other of its trade names, trademarks, logos or service marks, including the names of all Licensed Material collections ("Marks"), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of IOM or its partner contributors; (ii) except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of the Marks.

3.3. Audio/Visual Production Credit. If Licensed Material is used in an audio/visual production in either an editorial context or a non-editorial context but where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such credit(s), substantially in the following form: "[Video/Imagery] supplied by [IOM3D]​".

3.4. Notice of Violations. Licensee will immediately notify IOM if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of IOM​'s intellectual property rights, including, but not limited to, Marks and copyrights.

4.​ Releases

4.1. You acknowledge and agree that your use of this Site and (or) Licensed Material is at your own discretion and risk, and that you are solely responsible for any damage that results from the download and use of any Licensed Material.

4.2 IOM does not warrant or guarantee that Licensed Material or other materials and information available through this Site will be free of infections, viruses, worms, Trojan horses or other code that could be harmful to your computer system. You should take all reasonable appropriate precautions against such code and (or) software.

4.3 IOM will notify Licensee in the Rights and Restrictions if it has obtained a model release and/or a property release for Licensed Material. The warranty and indemnity set forth in Sections 5 and 6 below are only provided when such written notification is given. If no such notification is given, then no such model or property release has been obtained. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes when they have not provided a release. Licensee shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s) (such as Screen Actors Guild in the US) because of Licensee's use of the Licensed Material.

4.4. Except where Licensee is specifically notified that a model and/or property release has been obtained, IOM does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether release(s) is/are required in connection with any proposed use of Licensed Material, and Licensee shall be solely responsible for obtaining all necessary release(s).

5.​ Warranty​ ​and​ ​Limitation​ ​of​ ​Liability

THIS SITE IS PROVIDED BY IOM ON AN “AS IS” BASIS. IOM MAKES NO WARRANTIES WITH RESPECT TO THIS SITE, AND DISCLAIMS ALL APPLICABLE WARRANTIES, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, IOM DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT FOR THE SITE AND ALL CONTENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE.  IOM MAKES NO WARRANTY OR REPRESENTATION REGARDING RESULTS THAT MAY BE OBTAINED FROM USE OF THIS SITE, OR USE OF MATERIAL, INFORMATION OR DATA DOWNLOADED OR OTHERWISE OBTAINED FROM THIS SITE, OR REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THIS SITE. IOM DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, CORRECTNESS, TIMELINESS, OR USEFULNESS OF THIS SITE OR ANY CONTENT OR OTHER MATERIAL, OBTAINED THROUGH USE OF THIS SITE OR THAT USE OF THIS SITE OR ANY PRODUCT/CONTENT ON THIS SITE WILL MEET ANY REQUIREMENT, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. IOM SHALL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY OR FAILURE TO STORE ANY USER COMMUNICATION.

IOM SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF IOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IOM’s MAXIMUM LIABILITY PURSUANT TO THIS AGREEMENT FOR COMPENSATORY DAMAGES SHALL BE LIMITED TO THE AMOUNT OF MONEY PAID TO IOM TO OBTAIN THE LICENSED MATERIAL.  SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. IOM SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.

6.​ Indemnification

6.1. IOM shall have no obligation for any Claims that arise out of or are a result of: (i) Licensee's modification, overlay or refocusing of the Licensed Material, where the Claim would not have arisen but for the modification, overlay or refocusing made by Licensee; (ii) the context in which Licensed Material is used in a Licensee Work; where the Claim would not have arisen but for such context; (iii) Licensee's failure to comply with the terms of this Agreement; or (iv) Licensee's continued use of Licensed Material following notice from IOM​, or upon Licensee's knowledge, that Licensed Material is subject to a claim of infringement of another's right.

6.2. Licensee shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless IOM and its parent, subsidiaries, commonly owned or controlled affiliates, and content providers and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees), arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement, in violation of applicable law and any claims arising out of or due to Licensee’s particular use; (ii) any other actual or alleged breach by Licensee of this Agreement; or (iii) Licensee's failure to obtain any required release.

6.3. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

7.​ Condition​ ​of​ ​Licensed​ ​Material

Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 5 above, IOM shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material, its caption or in any way from its Reproduction.

8.​ No​ ​Cancellation​ ​by​ ​Licensee

All purchases are final upon receipt by Licensee of an email sent by IOM or PayPal confirming the order and enclosing the Invoice. No cancellation or termination rights apply to any license granted under the terms of the Agreement or any future subscription agreement. In the event of a reversal ("Reversal") of any payment made in connection with the Licensed Material Licensee’s rights to use the Licensed Material shall be deemed an Unauthorized Use pursuant to Section 10 hereinbelow.

9.​ Royalty​ ​Free​ ​​License

9.1. Licensee shall acquire the Licensed Material ​on a royalty-free basis as set forth in the Invoice and in accordance with IOM Price List. A royalty-free license means that the rights granted under this agreement is granted "royalty-free "meaning that you make a one-time payment and there are no future payments, royalties, fees, costs or expenses that are required or imposed upon you by IOM for the use of the intellectual property.

10.​ Unauthorized​ ​Use​ ​and​ ​Termination

Any use of Licensed Material in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling IOM to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition, and without prejudice to IOM​'s other remedies under this Agreement, IOM reserves the right to charge and Licensee agrees to pay a fee equal to up to 25 times IOM​'s standard license fee for the unauthorized use of the Licensed Material. IOM reserves the right to terminate this Agreement in the event, Licensee: (i) enters the Agreement after having received notice of unauthorized use from IOM relating to the Licensed Material; (ii) provides inaccurate information regarding its proposed use of the Licensed Material at the time of entering the Agreement; (iii) fails to pay the License Fee on the due date; or (iv) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (i) stop using the Licensed Material; and (ii) destroy or, upon the request of IOM​, return to IOM the Licensed Material and, in the case of termination by IOM for cause, the Licensee Work in the possession or control of Licensee.

11.​ Audit/Certificate​ ​of​ ​Compliance

Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to IOM​, including by providing IOM with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Material is Reproduced. In addition, upon reasonable notice, IOM either may, at its discretion, through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. Where IOM reasonably believes that Licensed Material is being used outside of the scope of the license granted under this Agreement, at IOM​'s request Licensee shall provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by IOM​.

12.​ Electronic​ ​Storage

For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of IOM​, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material. Notwithstanding the foregoing, Licensee may make one (1) high-resolution backup copy of the Licensed Material for security purposes only.

13.​ Withdrawal

Upon notice from IOM​, or upon Licensee's knowledge, that any Licensed Material may be subject to a claim of infringement of another's right for which IOM may be liable, IOM may require Licensee to immediately and at its own expense: (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. IOM shall provide Licensee with comparable Licensed Material (which comparability will be determined by IOM in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

14.​ Governing​ ​Law/Venue for Disputes

This Agreement will be governed in all respects by the laws of the State of California in the U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, are subject to the exclusive jurisdiction of the Superior Court for the State of California for the County of Los Angeles or the United Stated District Court for the Central District of California and the parties hereby expressly submit to the jurisdiction of those courts for all disputes relating to the Agreement. Notwithstanding the foregoing, IOM shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of IOM​, such action is necessary or desirable. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitations, any action shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.

15.​ Severability

If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

16.​ Waiver

No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

17.​ Integration

This Agreement is intended for business customers of IOM and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by IOM and accepted in writing by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern.

18.​ Taxes

All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).