END USER LICENCE AGREEMENT (EULA) – VFX VAULT Version: 1.0 Last updated: [12 February 2024]
1 WHO THIS APPLIES TO
1.1 The VFX Vault store, including all information, assets, tools, and services available on this store (together the Store), is operated by VFX Vault Limited (we, us and our). The Store offers real-time FX assets, 3D models, textures, animations, and other resources that cater to real-time visual effects (Assets) for licensing.
1.2 This End User Licence Agreement (EULA) applies to a person or entity that purchases, downloads or uses any of the Assets (you and your). You are responsible for all use of any Assets by any person with whom you share those Assets (each an Authorised User).
1.3 You must accept this EULA before purchasing, downloading or using any Asset. By purchasing, downloading or using any Asset you agree to be bound by, and are deemed to be a party to, this EULA. If you do not agree to this EULA, you must not purchase, download or use any Asset.
1.4 You confirm that you have the authority to act on behalf of any entity for whom you are purchasing, downloading or using any Asset.
1.5 You must notify each Authorised User of the terms of this EULA and ensure that each of them strictly comply with such terms. You will be responsible (and liable) for any failure of any Authorised User to comply with this EULA (as if it were a breach by you of the EULA).
2 LICENCE
2.1 Subject to your (and your Authorised Users’) compliance with this EULA, we grant to you a non-exclusive, non-transferable, worldwide right to use the Assets for any screen production or project (including film, television, games and multimedia) in accordance with this EULA.
2.2 We do not sell or transfer ownership of any Assets under this EULA or otherwise. Any reference to “purchasing” an asset is to purchasing a licence to that Asset under this EULA.
2.3 If you wish to access and use the Service, you must become a registered user and activate an account on our website.
2.4 Your use of the Assets will be limited by the type of licence you have purchased, as detailed in the Store at the time of purchase (see [insert link to relevant URL]). You must only use any Assets in accordance with the scope (and otherwise subject to the restrictions) of the relevant licence you have purchased (Licence Scope).
2.5 You may only assign or transfer the licence to the Asset with our prior written consent, except in the case of a sale or transfer of your entire (or substantially all of your) business, provided that the purchaser/assignee must agree in writing to comply with the most recent version of this EULA at the time of transferring title to the Asset. We may require you to ensure the purchaser/assignee enters into a deed with us for this purpose.
3 USE RESTRICTIONS
3.1 You must use Assets (and, if applicable, ensure that your Authorised Users use the Assets) in accordance with the Licence Scope, this EULA and all applicable laws.
3.2 In relation to any Assets licensed to you, you must not, and must not attempt to:
3.2.1 use the Assets for any purpose that is outside Licence Scope for the type of licence that you have purchased;
3.2.2 sell, rent, lease, sublicense or transfer the Asset separately or on a “stand-alone basis”, where no other significant value is added by you;
3.2.3 incorporate the Asset into any third party’s game, project or screen production (for example, where you complete “work for hire” for that person, or create a mod or user-generated content for another person’s game), unless we agree otherwise in writing;
3.2.4 allow any third party to incorporate Assets into their own products, services, or other projects, unless we agree otherwise in writing;
3.2.5 combine, distribute or use any Asset with any other content under a licence that would require the Asset to be governed under that other licence (including, for example: Gnu General Public License, Lesser General Public License or Creative Commons – ShareAlike);
3.2.6 reverse engineer, decompile, translate, disassemble, or derive source code or data from the Asset;
3.2.7 remove, disable, circumvent, or modify any proprietary protection, notice or label forming part of the Asset;
3.2.8 use the Asset in any way that could damage our reputation or business;
3.2.9 use the Asset in any way that could be defamatory, offensive, objectionable, pornographic, criminal, abusive or disrespectful;
3.2.10 breach any applicable law or regulation;
3.2.11 violate our rights or a third party’s rights (including intellectual property rights or privacy rights);
3.2.12 use or incorporate any Asset into any non-fungible token or related media without our prior written consent; or
3.2.13 use any Asset in generative AI datasets or in the development of, or as inputs for, generative AI.
3.3 You must ensure that any information you (and your Authorised Users) provide in connection with your account and use of the Assets is accurate and current, and that you will promptly notify us of any change in such information.
3.4 You may not use the Assets if you are a direct competitor of ours, except with our prior written consent. In addition, you may not access the Assets or the Store for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
4 INTELLECTUAL PROPERTY
4.1 We own all intellectual property rights in the Assets and the Store. Nothing in this EULA constitutes an assignment from us to you of any intellectual property rights in connection with the Assets or the Store.
4.2 As between you and us, you own all rights (other than our rights described in clause 4.1 ) in anything you create as a consequence of your use of the Assets in accordance with this EULA.
4.3 You must not directly or indirectly do anything (or omit to do anything) that may invalidate, or put in dispute, our title or rights in the Assets and/or the Store.
5 USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
5.1 If, you send us any comment, feedback, submission, creative idea, suggestion, proposal, plan, or other material, by any means (Comment), you agree that we:
5.1.1 may use any Comment for any purpose, without restriction; and
5.1.2 are and will be under no obligation to: (a) maintain any Comment in confidence; (b) pay compensation for any Comment; or (c) respond to any Comment.
5.2 You are solely responsible for any Comment you make and its accuracy. We take no responsibility and assume no liability for any Comment posted by you.
6 ACCESS AND USE OF THE STORE
6.1 We may, in the future, offer new or updated Assets, services and/or features through the Store (including, the release of new tools and resources). Any new or updated Assets, services or features added to the Store will also be subject to this EULA.
6.2 By agreeing to this EULA, you represent that you (and, if applicable, your Authorised Users) are at least the age of majority in your state or province of residence, or that you (and, if applicable, your Authorised Users) are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use the Assets and the Store.
6.3 You are responsible for maintaining the confidentiality of your account details and password and for restricting access to your account. You are responsible and liable for all activities that occur under or in connection with your account.
7 WARRANTIES
7.1 We warrant that we will use reasonable endeavours to ensure that the Assets will comply in all material respects with the description of those Assets on the relevant Store page, as at the time of download.
7.2 We do not represent or warrant that your use of the Assets will be uninterrupted, timely, secure or error-free. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in any service provided to you will be corrected.
7.3 You agree you are purchasing or downloading Assets for business use, and the rights and guarantees under the New Zealand Consumer Guarantees Act 1993 (and any other applicable consumer legislation in a relevant jurisdiction) do not apply.
7.4 You expressly agree that your use of, or inability to use, the Store is at your sole risk.
7.5 Except to the extent a warranty cannot be excluded or limited by law, the Assets and all products and services delivered to you through the Store are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, title, or non-infringement.
8 LIMITATION OF LIABILITY
8.1 To the extent permitted by law, our total aggregate liability to you for all claims relating to this EULA, the Store and any Assets is limited to the amount you paid us for the relevant Asset.
8.2 To the extent permitted by law, neither party will have liability to the other for any loss of revenue or profit, loss of goodwill, loss of capital, loss of anticipated savings, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
8.3 These terms do not limit liability of either of us for fraud, fraudulent misrepresentation, death, personal injury, negligence or wilful misconduct.
8.4 You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of the Assets (including any claim that you have infringed any third-party intellectual property rights or breached any law).
8.5 Some countries, states or other jurisdictions place limits on the exclusion or limitation of liability, so the above limitations and exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
9 TERMINATION
9.1 This EULA commences when you purchase, download or use an Asset, and continues until this EULA is terminated by either of us in accordance with its terms.
9.2 We may terminate this EULA immediately if:
9.2.1 you breach this EULA; or
9.2.2 we believe we need to prevent or stop a breach of law, fraud or other wrongful conduct, or to protect the security and integrity of the Store and Assets.
9.3 You may terminate this EULA immediately:
9.3.1 on written notice to us; or
9.3.2 immediately if we breach this EULA.
9.4 Upon termination of this EULA for any reason your account will be cancelled, your licence to use the Assets will end, and you must immediately stop using the Store and the Assets, return all copies of any Asset to use, and otherwise destroy any Assets that cannot be returned to us.
9.5 Any provision necessary for the interpretation or enforcement of this EULA or that should, by its nature, survive the expiry or termination of this EULA, will survive any expiry or termination of this EULA.
10 CHANGES
10.1 We may from time to time amend this EULA. We will generally provide you with 10 days’ notice of material changes before they become effective, unless we need to make immediate changes for reasons beyond our control. When we notify you, we will do it electronically or by updating our website. For changes that are not material, we may not notify you.
10.2 If you do not agree to any changes we make to this EULA, you must notify us in writing that you wish to terminate this EULA and stop using any Assets subject to this EULA. Otherwise, your continued use of the Assets constitutes acceptance of the updated EULA.
11 [THIRD-PARTY TOOLS]
11.1 We may provide you with access to third-party tools which we neither monitor nor have any control nor input over.
11.2 We provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We will have no liability whatsoever arising from or relating to your use of optional third-party tools.
11.3 Any use by you of third-party tools offered through the Store is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
12 GENERAL
12.1 If any provision of this EULA is determined to be unenforceable, then it will be deleted from these terms and the remaining terms will survive and be binding and enforceable.
12.2 No delay, neglect, or forbearance by us in enforcing against any term of this EULA you will be a waiver, or prejudice any right, of us under this EULA.
12.3 This EULA constitutes the entire agreement between you and us with respect to the access to and use of the Store and Assets and supersedes all previous understandings.
12.4 This EULA and the provision of the Store and Assets will be governed by New Zealand law and you submit to the exclusive jurisdiction of the New Zealand courts in respect of any disputes or claims arising out of, or in connection with, the Assets, the Store or this EULA.
12.5 Please send any questions about this EULA to us at legal@vfx-vault.com
