End User And Seller Agreement
Hycrest, LLC. and its affiliates and related companies (collectively "Hycrest"), operate 3dscrab.com (referred to as "Website" or "3D Scrab"). The terms and conditions set forth herein (the "Terms") constitute a legally binding agreement between Hycrest and you ("You" or "Your") regarding the terms on which Hycrest offers You access to its Website and Service. Your use of the Website or Service constitutes acceptance of these Terms.
- "Content" refers to any material published at 3D Scrab including but not limited to wire files, models, textures, motion files, collections, packages, materials, scripts, shapes, custom UI skins, frequently asked questions, words, music, films, images, and software.
- "For Sale" includes all Content that requires a purchase of license rights, as distinguished from Content available for free download.
- "Incorporated Content" refers to Content that cannot be extracted from an application or product and used as stand-alone Content without the use of reverse engineering tools or techniques. For avoidance of doubt, Incorporated Content is the use of Content that is not intended to allow further distribution of the Content outside of the application or product containing the Incorporated Content.
- "Member" refers to any person who creates a user account at 3D Scrab.
- "Service" refers to transmission, license, or purchase of Content to and from Hycrest via 3D Scrab Website, or any approved web portal either currently in existence or in the future.
- "Valid Sale" refers to a sale of license rights in Content or other property via 3D Scrab, where the appropriate share of proceeds is received by a Seller who published the Content. Content For Sale via 3D Scrab which is returned is not an example of a Valid Sale.
- "Seller" refers to the submitting individual or business who publishes Content at 3D Scrab.
II. LICENSE AGREEMENT BETWEEN SELLER AND MEMBER
A. License Grant for transmission of Content from Seller to Member
For any transmission of Content from a Seller to another Member, whether the transmission was the result of a license or free download, the following terms apply:
The Seller retains copyright in Content purchased or downloaded by any Member via 3D Scrab. In using the 3D Scrab systems and Website, you agree that any additional EULA, license, custom license, or Seller requirements inserted into Seller products are invalid, void ab initio, and without effect.
Any license rights relating to Content For Sale via 3D Scrab are contingent upon the transfer of money from the Member to the Seller. All license rights terminate immediately and without notice if a sale is reversed for any reason.
For any Sellers who provide Hycrest with any type of Content for free distribution or sale, the following terms apply:
Seller hereby grants to Hycrest, and by the act of delivering Content to us, grant a non-exclusive, worldwide, license in any medium now known or hereinafter invented to: (a) reproduce, set prices for, sell, and distribute net proceeds from any sale, in whole or in part on Seller’s behalf; and to publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; (b) create and use samples of the Content for the purpose of demonstrating or promoting Seller products or services or those of Hycrest; (c) use any trademarks, service marks or trade names incorporated in the Content in connection with Seller material; and (d) use the name and likeness of any individuals represented in the Content only in connection with Your material.
The Seller grants to the Member who either purchases license rights to Content via a Valid Sale, or downloads freely available Content submitted by the Seller, a non-exclusive, worldwide, license in any medium now known or hereinafter invented to: (a) reproduce, post, promote, license, sell, publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; (b) use any trademarks, service marks or trade names incorporated in the Content in connection with Seller material; and (c) use the name and likeness of any individuals represented in the Content only in connection with Your material. The Member license to Content in this paragraph is limited to Incorporated Content. Such use or republication, including sale or distribution of Content that is not Incorporated Content is prohibited. For illustration, approved distribution or use of Content as Incorporated Content includes, but is not limited to:
(i) As rendered still images or moving images; resold as part of a feature film, broadcast, or stock photography.
(ii) As purchased by a game’s creators as part of a game if the Content is contained inside a proprietary format and displays inside the game during play, but not for users to re-package as goods distributed or sold inside a virtual world.
(iii) As Content published within a book, poster, t-shirt or other item.
(iv) As part of a physical object such as a toy, doll, or model.
Rights Not Granted.
Absent a written grant of rights greater than that contained in paragraph 3 above, all other rights or sub-divisions of rights generally included in copyright are excluded from this license and remain the property of Seller.
The resale or redistribution by the Member of any Content obtained from 3D Scrab, whether For Sale or freely available for download, whether part of a Valid Sale or not, is expressly prohibited unless it is Incorporated Content as licensed above.
In the event a Member returns any Content, whether acquired by Valid Sale or freely available for download, all license rights granted herein terminate and the Member must immediately destroy any and all copies contained on any type of media under the control or possession of the Member.
B. General Terms
In addition to the above terms that apply to certain contexts, the following terms apply to all types of Content.
Seller retains ownership of the copyrights and all other rights in Seller Content, subject to the non-exclusive rights granted to us under this agreement. Seller is free to grant similar rights to others during and after the term of this agreement.
The license grant contained in this agreement can be terminated using the guidelines below. Hycrest reserves the right, notwithstanding the guidelines below, to terminate this agreement at any time and without notice if any Content submitted violates the representations and warranties of paragraph three (3) below. This agreement may be terminated at any time by either party upon written notice via email or regular mail. Nothing in this agreement shall be construed to mean that a Seller may not submit or delete Content from the material submitted by such Seller as part of general maintenance of such Seller’s account.
Representations and Warranties.
Seller represents and warrants that: (a) the Content is Your original work, and contains no copyrighted material of any kind that Seller is not the exclusive owner of, including but not limited to: music and/or synchronization rights, images (moving or still) of any kind, writings of any kind, and model clearances/releases; (b) Seller has full right and power to enter into and perform this agreement, and have secured all third party consents necessary to enter into this agreement; (c) the Content does not and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights; (d) the Content does not and will not violate any law, statute, ordinance or regulation; (e) the Content is not and will not be defamatory, libelous, pornographic, obscene or evocative of racial hatred of any kind; (f) the Content does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data; (g) the Content does not contain any material that, as a condition of use, requires additional license restrictions such as requiring the publication of source code or Content that limits commercial exploitation of Incorporated Content; and (h) all factual assertions that Seller has made and will make to us are true and complete. Seller agrees to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this agreement.
Determining Type of Content.
Hycrest implements and maintains business practices which enable us to accurately categorize Content that Sellers deliver to us. If Hycrest makes an error in good faith, however and consequently exceed our license rights, Seller’s sole and exclusive remedy will be for us to take all reasonable steps to promptly correct the error as soon as Hycrest becomes aware of the error.
Uploaded Content responsibility.
Hycrest is not responsible for Content uploaded by its Members. Copyright holders, or in general users, can report abuse, harassment, inappropriate content, privacy complaints or copyright infringement by contacting us using our contact page, and specifying the Content URL. Hycrest reserves the right to, and will remove any disallowed Content without any notice, in the moment it is discovered or, in case of notice, within 48 hours from notification.
Royalty Payments & Commission.
Seller will be entitled to a fixed royalty of 70% (unless otherwise specified) of all proceeds from the Valid Sale of Seller’s Content. The remaining percent of all proceeds from Valid Sale’s is deducted by Hycrest as a commission. Seller hereby authorizes Hycrest to collect and distribute such royalties and commissions. Hycrest reserves the right to modify payment rates at any time at its sole discretion.
Confidential Marketplace Information.
As part of Seller’s participation in 3D Scrab, Seller may have access to certain reports, records, and other business information available only to Sellers. Such information is the confidential information of Hycrest and should be treated as confidential. Seller should not disclose such confidential information and should use reasonable physical and electronic security measures to safeguard such confidential information.
III. 3D SCRAB WEBSITE END USER LICENSE AGREEMENT
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE 3D SCRAB WEBSITE.
YOUR USE OF 3D SCRAB SERVICES MEANS THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS YOU SHOULD NOT USE THE 3D SCRAB SERVICES. BY USING 3D SCRAB SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD NOT USE 3D SCRAB SERVICES.
LICENSE TO WEBSITE
The 3D Scrab Website is copyrighted and protected by law and international treaty. You may use the Website for Your personal, non-commercial internal use only, unless specifically licensed to do otherwise by Hycrest. This is a license, not a transfer of title, and You may not nor permit anyone else to (a) modify the Website or use either for any commercial purpose or public display, performance, sale or rental; (b) de-compile, reverse engineer, or disassemble, modify, or create derivative works based on the 3D Scrab Website, Service or the associated documentation in whole or in part; (c) remove any copyright or other Hycrest proprietary notices; (d) mine, hack, spider, or survey the Website or Service; (e) use the Service for market research, including buying an item you post or similar activity; (f) copy any proprietary information or ideas; (g) transmit spam, bulk or unsolicited communications; (h) pretend to be Hycrest or someone else, or spoof Hycrest's or someone else's identity; (i) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (j) misrepresent Your affiliation with a person or entity; (k) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; (l) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; (m) collect or store personal data about other users unless specifically authorized by such users; or (n) collect or store Website data for any other purpose except as explicitly allowed herein.
You agree to prevent any violations of these Terms, including the licensing terms for the 3D Scrab Website or Service. Any violation of Terms, including the licensing terms above can lead to account cancellation and a revocation of all licenses.
All Hycrest information on the Website is copyrighted proprietary material of Hycrest and may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without Hycrest's prior written permission. Except as expressly provided herein, Hycrest and its suppliers do not grant any express or implied right to You under any patents, copyrights, trademarks, or trade secret information of Hycrest or its suppliers.
In consideration of Your use of the Website, You agree to: (a) provide accurate, current, and complete Member account information about You as may be prompted by the registration and/or login form on the Website (the "Registration Data"); (b) maintain the security of Your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to Hycrest, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website.
CONTENT SUBMITTED TO 3D SCRAB.
Hycrest does not claim ownership of the Content You place on the Website and shall have no obligation of any kind with respect to such Content. Any Content You provide in connection with this Website shall be deemed to be provided on a nonconfidential basis.
TERMINATION OF THIS LICENSE.
Hycrest may terminate this license at any time if You are in breach of these terms and conditions of use, as judged in its sole discretion. Termination of this license is in addition to its other rights and remedies available at law or equity and those rights are reserved.
IV. GENERAL TERMS APPLICABLE TO ALL MEMBERS, SELLERS, AND OTHER PARTIES USING 3D SCRAB IN ANY WAY
You agree to indemnify and hold Hycrest and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, employees and representatives ("Hycrest Parties") harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to, or arising out of Your Content, Your use of or connection to the Website (including any use by You on behalf of Your employer), or Your violation of any rights of another.
MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS.
Hycrest reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to them, with or without notice. Hycrest may also delete, or bar access to or use of, all related information and files. Hycrest will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information. Hycrest may amend these Terms at any time without notice, as all terms and conditions will be posted on this URL and should be consulted by You prior to use.
DISCLAIMER OF WARRANTIES.
YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED ABOVE), IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. HYCREST DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. HYCREST MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE.
HYCREST MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.
HYCREST MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED IN CONJUNCTION WITH ANY CONTENT PUBLISHED AT 3D SCRAB. HYCREST WILL NOT BE LIABLE TO A MEMBER OR ANY OTHER THIRD PARTY CLAIMING THROUGH IT FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THE USE OF EITHER THE 3D SCRAB WEBSITE OR ANY CONTENT PUBLISHED AT 3D SCRAB, WHETHER FRAMED AS A BREACH OF WARRANTY, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE.
HYCREST DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SPECIFICATIONS ASSOCIATED WITH THE CONTENT, INCLUDING BUT NOT LIMITED TO, MEASUREMENTS, WEIGHT, DURABILITY, STRENGTH, MATERIALS, GENERAL PHYSICAL PROPERTIES, GENERAL CHEMICAL PROPERTIES, REGULATORY COMPLIANCE, OR OTHER ENGINEERING OR CONSTRUCTION ATTRIBUTES.
YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF THE WEBSITE OR BY OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE HYCREST PARTIES SHALL NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF THE HYCREST PARTIES HAVE 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), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.
TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
OTHER TERMS GENERALLY APPLICABLE TO ALL.