3DScanHub

End User License Agreement

This is a legal agreement (the "Agreement") between Licensee and United Artworks, as those parties are defined below. BY ORDERING A LICENSE, LICENSEE ACKNOWLEDGES THEY HAVE READ, UNDERSTAND, AND ARE AGREEING TO BE BOUND BY, THIS AGREEMENT AND ARE CONFIRMING THAT THEY HAVE THE CAPACITY TO FORM A CONTRACT UNDER ALL APPLICABLE LOCAL LAWS. LICENSEE FURTHER ACKNOWLEDGES THAT THEY HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO THIS AGREEMENT.

 

1. Definitions. In this Agreement the following definitions apply:

1.1 "Invoice" means any standard form invoice provided by United Artworks to Licensee providing terms agreed upon by the parties hereto. The Invoice and all terms therein are hereby incorporated in full into this Agreement.

1.2 "Lic ensed Content" means any digital or computer file, including, but not limited to, three dimensional scanned images and/or any still image, illustrations, digital or analog video footage, animations, flash files, data files, or source code thereof, if any, licensed to Licensee by United Artworks under the terms of this Agreement. All references in this Agreement to the Licensed Content shall be to the Licensed Content as a whole and each individual item therein.

1.3 "Licensee" or “You” means the entity or individual purchasing a license to Licensed Content hereunder.

1.4 "Licensee Work" means an end product or service created by or on behalf of Licensee that Reproduces or incorporates a Reproduction of any portion of the Licensed Content.

1.5 “Licensor” means the entity or individual licensing or otherwise providing the Licensed Content to United Artworks for licensing through the Sites.

1.6 "Reproduction" and “Reproduce” mean any form of copying or publication of any portion of the Licensed Content and/or the creation of any derivative work in any way incorporating any portion of the Licensed Content.

1.7 "Rights and Restrictions" means the information available to Licensee at the time of licensing the Licensed Content, either (i) located anywhere on any United Artworks websites; (ii) in any written communication or quote issued by United Artworks; or (iii) in an Invoice. The Rights and Restrictions and all terms therein are hereby incorporated in full into this Agreement.

1.8 “Sites” means the 3dscanhub.com group of affiliate websites owned and operated by United Artworks, located at www.3dscanhub.com, www.peoplescans.com, www.sculpturescans.com, www.antiquescans.com, www.fossilscans.com, and www.3dnaturescans.com.

1.9 “United Artworks” means United Artworks and/or its owners, directors, employees, subsidiaries, and the Sites.

 

2. Grant of Rights & Restrictions. Subject to the terms of this Agreement:

2.1 United Artworks grants to Licensee a non-exclusive and non-transferrable right to use and Reproduce the Licensed Content identified in the Invoice, but only to the extent explicitly stated in this Agreement. Sharing, sub-licensing, re-selling, renting, lending, leasing, assigning, gifting or otherwise transferring or distributing the Licensed Content with or to any third party is in violation of this Agreement. Licensee may not make the Licensed Content available on a network freely accessible by any person or entity other than Licensee and/or its owners, directors, employees, subsidiaries, affiliates and contractors to the extent necessary to create Licensee Works. Licensee may not in any way provide the Licensed Content to third parties or in a manner intended to allow or invite a third party to download, extract or access the Licensed Content as a standalone file.

2.2 Use of the Licensed Content is further limited to any restrictions explicitly or implicitly specified in the Rights and Restrictions. Further, Licensee may not, nor permit others to copy (other than one (1) back-up copy), distribute, or publicly display any Licensed Content. Licensee may license and/or transfer ownership of any Licensee Work but not of any Licensed Content contained therein. Licensee will immediately notify United Artworks if it becomes aware or suspects that any third party has gained access to or is using the Licensed Content in violation of the terms of this Agreement or any rights of United Artworks or the Licensors.

2.3 Licensee may not Reproduce or otherwise use the Licensed Content in a manner that is considered either under applicable law or by United Artworks, in its sole discretion, as pornographic, obscene, immoral, infringing, or defamatory in nature.

2.4 Except where accompanied by a statement that indicates that the Licensed Content is being used for illustrative purposes only and any person depicted in the Licensed Content is a model, Licensee may not use or display any Licensed Content that features a model or person in a manner that (i) would lead a reasonable person to think that such model or person uses or personally endorses any business, product, service, cause, association or other endeavor; or (ii) depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering.

2.5 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of the Licensed Content.

 

3. Intellectual Property.

3.1 Copyright. All title and intellectual property rights in and to the Licensed Content and all copies thereof are owned by United Artworks or the Licensors, and all rights are reserved, except as expressly stated herein. The Licensed Content is protected by the copyright laws of the United States, international copyright treaties and conventions and other laws. United Artworks and the Licensors may protect their rights in the event of any violation of this Agreement.

3.2 Credit. Licensee may not use the Licensed Content without providing its credit listed in the Invoice, if any, adjacent to the Licensed Content or in audio/visual production credits.

3.3 No Transfer of Ownership or Copyright. No ownership or copyright in any Licensed Content shall pass to Licensee by this Agreement. Except as otherwise expressly stated herein, United Artworks grants Licensee no right or license, express or implied, to the Licensed Content.

3.4 Trademarks. In connection with the use of "United Artworks" or any other trade names, trademarks, logos or service marks of United Artworks or the Licensors, Licensee acknowledges and agrees that such trademarks are and shall remain the sole property of United Artworks or the Licensors.

3.5 Unauthorized Use. Any use of Licensed Content in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling United Artworks and/or its Licensors to exercise any and all rights and remedies available under copyright laws in jurisdictions throughout the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.

3.6 Sample Copies of Licensee Works. Upon reasonable notice, Licensee shall provide sample copies of Licensee Works and/or Reproductions containing Licensed Content to United Artworks.

3.7 Electronic Storage. For all Licensed Content, Licensee may not remove or conceal any proprietary notices, labels or marks and must retain any and all metadata contained therein, if any, including the copyright symbol, the name of United Artworks or the Sites, the Licensed Content's identification or matrix number and any other information as may be embedded in the electronic file containing the Licensed Content as transmitted from United Artworks to Licensee.

3.8 Withdrawal. Upon notice from United Artworks, or upon Licensee's knowledge, that any Licensed Content may be subject to a claim of infringement of a third party's right for which United Artworks and/or a Licensor may be liable, United Artworks may require Licensee to immediately (i) stop using the Licensed Content; (ii) delete or remove the Licensed Content from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. United Artworks shall provide Licensee with comparable Licensed Content (as determined by United Artworks in its reasonable commercial judgment) free of charge and subject to the other terms and conditions of this Agreement. United Artworks shall not be liable for any losses arising from Licensee's failure to discontinue use.

 

4. Releases.

4.1 United Artworks will notify Licensee in the Rights and Restrictions if it has obtained a model release and/or a property release for the Licensed Content. If no such notification is given, then no such model or property release has been obtained.

4.2 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 and compliance with any applicable agreements resulting from Licensee's use of the Licensed Content.

4.3 Except where Licensee is specifically notified that a model and/or property release has been obtained, United Artworks 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 designs or works of art or architecture depicted in any Licensed Content. Licensee shall be solely responsible for determining whether any release is required in connection with any proposed use of Licensed Content, and Licensee shall be responsible for obtaining such release.

 

5. Indemnification.

5.1 Licensee shall, subject to the terms of Section 5.2 below, defend, indemnify and hold harmless United Artworks and its owners, subsidiaries, commonly owned or controlled affiliates, and licensors and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable attorneys' fees), arising out of or as a result of claims by Licensors or other third parties relating to (i) Licensee's use of any Licensed Content outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; and/or (iii) Licensee's failure to obtain any required release to use the Licensed Content.

5.2 United Artworks reserves the right, at Licensee’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Licensee, and in such case, Licensee agrees to cooperate with United Artworks' defense of such claim.

 

6. Term and Termination.

This Agreement is effective until terminated. Licensee may terminate this Agreement at any time by ceasing to use and destroying the Licensed Content, together with all copies thereof and any Licensee Works created therefrom. United Artworks reserves the right to terminate this Agreement in the event Licensee breaches the terms of this Agreement. Upon termination, Licensee must immediately cease use of and destroy the Licensed Content, together with all copies thereof.

 

7. Notice.

Licensee consents to receive any and all communications and notices required under this Agreement from United Artworks electronically. United Artworks will communicate with Licensees via the email address most recently provided by Licensee and/or by posting notices on the Sites. Licensee agrees that all agreements, notices, disclosures and other communications that United Artworks provides electronically satisfy any legal requirement or requirement of this Agreement that such communications be in writing.

 

8. Disclaimer of Warranties and Limitation of Liabilities.

8.1 THE LICENSED CONTENT IS PROVIDED “AS IS,” AND UNITED ARTWORKS AND ITS LICENSORS DO NOT MAKE ANY REPRESENTATION, EXPRESS OR IMPLIED, REGARDING THE LICENSED CONTENT OR DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

8.2 LICENSEE EXPRESSLY AGREES THAT THEIR USE OF THE LICENSED CONTENT IS AT THEIR SOLE RISK AND ACKNOWLEDGES THAT USE OF THE LICENSED CONTENT MAY RESULT IN UNEXPECTED RESULTS, LOSS OR CORRUPTION OF DATA OR COMMUNICATIONS, PROJECT DELAYS, OTHER UNPREDICTABLE DAMAGE OR LOSS. UNITED ARTWORK AND ITS LICENSORS DOES NOT REPRESENT OR WARRANT THAT USE OF THE LICENSED CONTENT WILL BE UNINTERRUPTED OR ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED IN ANY MANNER FROM UNITED ARTWORKS OR THE LICENSORS WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

8.3 NEITHER UNITED ARTWORKS NOR THE LICENSORS SHALL BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES RESULTING FROM LICENSEES’ USE OF THE LICENSED CONTENT. UNITED ARTWORKS AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS AND LICENSORS SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) IN CONNECTION WITH ANY CLAIM ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT SHALL UNITED ARTWORKS’ OR THE LICENSORS’ LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY LICENSEE, IF ANY. 8.4 SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE PARTIES HERETO AGREE THAT THE LIABILITY OF UNITED ARTWORKS AND ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSORS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

 

9. General Provisions.

9.1 Agreements Referenced Herein. This Agreement is made in addition to the Terms and Conditions and Privacy Policy applicable to the Sites. Licensee specifically agrees and acknowledges that they have, in addition to the terms of this Agreement, reviewed the Terms and Conditions and the Privacy Policy and any other agreements that may be incorporated by reference therein, and to the extent of their incorporation in this Agreement Licensee agrees to be bound by them. In the event of any inconsistency between this Agreement, the Terms and Conditions, and the Privacy Policy, the terms of this Agreement shall govern. Likewise, in the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee or any Invoice sent by United Artworks, the terms of this Agreement shall govern.

9.2 Governing Law. This Agreement will be governed in all respects by the laws of the State of California without reference to its laws relating to conflicts of law.

9.3 Disputes. Any disputes arising from this Agreement or its enforceability shall be finally determined and settled by binding arbitration, rather than in court, in Oakland, California, pursuant to the rules then obtaining of the American Arbitration Association. The arbitrator is directed to award to the prevailing party reasonable attorneys' fees, costs, and disbursements, including reimbursement for the cost of witnesses, travel, and subsistence during the arbitration and hearings. Any award rendered thereon may be entered in the highest court of the forum state or federal district having jurisdiction. The parties hereto each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, the parties hereto each waive any right to a jury trial. Notwithstanding the foregoing, the parties hereto also agree that either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

9.4 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.

9.5 Waiver. The failure or delay of any party hereto to enforce any of the provisions of this Agreement, or any right with regard hereto, at any time shall in no way be construed to be a waiver of such provisions or any other provision herein or to be an estoppel or novation or in any way to affect the validity of this Agreement.

9.6 Entire Agreement. This Agreement is intended for business customers of United Artworks and contains the entire agreement between the parties. There are no agreements, representations or warranties not set forth herein. All prior negotiations, agreements and undertakings are superseded by this Agreement. This Agreement may not be amended, modified or revised except in writing and signed by all parties hereto.

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