Royalty Free License
I. Introduction & Definitions
This agreement is intended to be easy to understand, and to provide clarity for using Digital Media Products in the work you create (“Creations”). Over the years, Poser World Media Publishers have been asked as to how Digital Media Products may be used in Creations, and we have answered those questions in this agreement.
Some words in this agreement are given specific meanings. Words that appear initially in quotations, such as “you” and “Creations”, are defined in the text preceding the word. Other capitalized words are defined below:
“Digital Media Product” is the collection of one or more digital files, packaged in the form of a product on the Site that can be identified by an item title, and that is made available to you, for Purchase via download membership on the Site. A Digital Media Product may include 3D models, texture maps, photographs, imagery, and materials. Additionally, a Digital 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 and may also include other files (such as jpeg images 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" refers to the Poser World Media Publishers websites, API’s, software applications or any approved means or utility either currently in existence or in the future; the software and source code used by Poser World Media Publishers to provide such services; user interface layouts, designs, images, text, tutorials, articles, blog posts, 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.
“Purchase” is the acquisition of a Digital Media Products by you via a download membership from the Site under this agreement, whether as a purchase of Digital Media Products made available at a price of greater than $0, via a download membership, or a download of Digital Media Products made available at no charge.
“Poser World Media Publishers” includes Poser World Media Publishers, Inc. and all licensed affiliates and partners that distribute Digital Media Products on behalf of Poser World Media Publishers, Inc.
“Product Page” is the product page or interface that displays Digital Media Products available for Purchase on the Site.
“Computer Game” is a type of Creation that includes digital games, computer-based games, handheld electronic games, mobile games, online games, social games, game mods, and console-based games.
“Imagery” is a Creation made of any single image or sequence of images.
“Intellectual Property” means, copyright, trademark, trade secret, right of publicity, or any other proprietary right throughout the world.
To make reading this agreement easier, 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.
“The following restrictions”, “the foregoing restrictions”, and “subject to the restrictions” are considered to be followed with “in addition to all other restrictions applicable within this agreement.”
II. License Rights
1. Ownership. Poser World Media Publishers does not grant title or ownership in Digital Media Products. All rights in Digital Media Products not expressly granted in this agreement are reserved by Poser World Media Publishers for itself and its licensors.
2. Rights Granted. For Digital Media Products, Poser World Media Publishers grants to you a non-exclusive, perpetual, worldwide right and license to copy, distribute, reproduce, adapt, publicly display, publicly perform, digitally perform, transmit, broadcast, telecast, advertise, create derivative works, and market Digital Media Products within Creations in the uses authorized in this agreement. You may request authorization for a use not covered by this agreement (“New Use”) by writing email@example.com. Poser World Media Publishers is authorized to approve a New Use if Poser World Media Publishers finds in its sole judgment that the New Use is substantially similar to another established use in this agreement, and authorizes the New Use in writing.
3. Rights Granted When Sharing Digital Media Products. If you Purchase as an employee of a corporate entity, sharing Purchased Digital Media Products with other employees of your corporate entity is allowed. Examples of allowed sharing include storing files on a networked hard drive, and aggregating Digital Media Products for later use in future Creations. You are responsible for any downstream distribution, use, or misuse by a recipient of a shared Digital Media Products. In all cases, sharing Digital Media Products with external people or entities is only allowed in the following situations, and with the following restrictions:
a. In the production of a Creation owned by you, if you are working in collaboration with external parties, and there is a need to share Digital Media Products for the development and production of your Creation, sharing Digital Media Products with those external parties is allowed. Any external party that receives Digital Media Products may only use Digital Media Products on your Creations and must take reasonable care to secure and limit access to Digital Media Products to that purpose.
b. In the production of a Creation owned by another entity (“your Client”), if you are working as a contractor and need to share Digital Media Products with your Client, or any external parties working with your Client, sharing Digital Media Products is allowed, subject to the restriction that all parties may use Digital Media Products only for your Client’s particular Creation, and for successive versions of your Client’s Creation, such as sequel Computer Games or movies that utilize the same 3D models. All parties must take reasonable care to secure and limit access to Digital Media Products to the parties working on your Client’s Creation. For all other use by any party, Digital Media Products must be Purchased again to create a new license agreement governing that use.
4. Other-Party Intellectual Property. Poser World Media Publishers does not own or license any Other-Party Intellectual Property. Poser World Media Publishers does not in any way make any representations or warranties about Other-Party Intellectual Property associated with Digital Media Products. You are solely responsible for determining the need for and, if appropriate, obtaining any needed Other-Party clearance, consent, or release to use any Other-Party Intellectual Property in your Creations.
5. Creations of Imagery.
Permitted Uses of Creations of Imagery. You may use Creations of Imagery within news, film, movies, television programs, video projects, multi-media projects, theatrical display, software user interfaces; architectural renderings, Computer Games, virtual worlds, simulation and training environments; corporate communications, marketing collateral, tradeshow promotional items, booth decorations and presentations; pre-visualizations, product prototyping and research; mobile, web, print, television, and billboard advertising; online and electronic publications of blogs, literature, social media, and email campaigns; website designs and layouts, desktop and mobile wallpapers, screensavers, toolbar skins; books, magazines, posters, greeting cards; apparel items, brochures, framed or printed artwork, household items, office items, lenticular prints, 3d printing output, product packaging and manufactured products.
6. Creations of Computer Games and Software
Permitted Uses in Creations of Computer Games and Software. Subject to the following restrictions, you may include Digital Media Products in Creations of Computer Games, virtual worlds, simulation and training environments; mobile, desktop and web applications; and interactive electronic publications of literature such as e-books and electronic textbooks.
Restrictions on Permitted Uses of Digital Media Products in Creations of Games and Software.
a. Access to Digital Media Products. You must take all reasonable and industry standard measures to prevent other parties from gaining access to Digital Media Products. Digital Media Products must be contained in proprietary formats so that they cannot be opened or imported in a publicly available software application or framework, or extracted without reverse engineering. You may NOT publish or distribute Digital Media Products in any open format, or format encrypted with decryptable open standards (such as WebGL or an encrypted compression archive).
7. Creations of Physical Form.
Permitted Uses in Creations of Physical Form. Subject to the following restrictions, you may use Digital Media Products to make physical Creations such as 3D printed works, articles of manufacture, custom vehicles, furniture, jewelry, sculptural artwork, toys, and physical entertainment goods (“Creations of Physical Form”).
8. Unauthorized Use. If you use Digital Media Products in an unauthorized way, Poser World Media Publishers may terminate your account and pursue other penalties, damages, losses, and profits Poser World Media Publishers is entitled to under this agreement or at law or equity. The following are unauthorized uses that are explicitly prohibited:
a. Competition. You may NOT use Digital Media Products in a way that competes with the Site or the Digital Media Products themselves.
b. Re-Distribution. You may NOT re-distribute, publish, or make Digital Media Products available to any third party except in the form of a permitted Creation, or shared as authorized in this agreement.
c. Group Buying. You may NOT aggregate funds to Purchase Digital Media Products with one or more other parties. An example of this prohibited use is a website membership where members pool their money to make a single Purchase that is shared by the members of the group. Each such member must Purchase individually.
d. Digital Media Products Clearinghouses. You may NOT publish, distribute, or make Digital Media Products available through any online clearinghouse infrastructure.
e. No Obscene or Unlawful Use. You may NOT use Digital Media Products for any defamatory, harassing, pornographic, obscene, or racist purpose, or to infringe any party’s Intellectual Property rights.
f. False Attribution. You may NOT misrepresent yourself as the creator of Digital Media Products.
III. License Term and Termination
1. Term. Your right and license to Digital Media Products is perpetual, unless terminated as described herein.
2. Termination. Your license grant is terminated immediately and without notice in the cases below. In such termination, you and any recipients of Digital Media Products must cease use, distribution, and destroy all copies of Digital Media Products.
a. Reversal of Purchase. Your right and license to Digital Media Products are contingent on your Purchase of Digital Media Products via download memberhsip. Any payment reversal of a Purchase for any reason immediately terminates all rights granted under this agreement. Potential Reasons for a payment reversal include:
i. Poser World Media Publishers reverses your Purchase at your request.
ii. Poser World Media Publishers receives a charge back notice from your bank or credit card cancelling your Purchase and withdrawing the funds used for your Purchase.
iii. Poser World Media Publishers determines in its sole discretion that your Purchase was fraudulent.
iv. Your purchase was made with a dishonored check.
v. Your purchase was made and there is a bank transfer failure.
vi. When you are granted delayed payment terms, and fail to make payments such that Poser World Media Publishers sends you notice and terminates your account.
b. Failure to Abide by the License Grant. Material failure to abide by the terms of this agreement immediately terminates your right and license to Digital Media Products. If you detect a violation of the license grant by you or any recipient of shared Digital Media Products, and promptly report the violation to firstname.lastname@example.org, Poser World Media Publishers will make a good faith effort to find an appropriate remedy to preserve your license grant.
You covenant, represent, and warrant to Poser World Media Publishers that:
1. You have full right, power, legal capacity, and authority to enter into and perform this agreement, have obtained any third-party consent needed to do so, and, prior to any Purchase, had an opportunity to seek independent legal counsel.
2. You will not use Digital Media Products except pursuant to the terms of this agreement. Should you use Digital Media Products in an unauthorized way, you agree to any reasonable fee or penalty exercised by Poser World Media Publishers under this agreement or applicable law.
3. You will, prior to Purchase, determine the need for and, if appropriate, obtain any needed third-party clearance, consent, or release to use Other-Party Intellectual Property shown in the digital rendering of Digital Media Products, and shall not use Digital Media Products to infringe any party’s Intellectual Property rights.
4. You will immediately notify Poser World Media Publishers of any Intellectual Property claim against your use of Digital Media Products or any other rights issue, before disclosing such issue to any third-party.
V. Limitation of Liability
1. Digital Media Products are provided on an “as is”, “as available”, and “with all faults” basis. Poser World Media Publishers 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 Digital Media Products, and does not guarantee the accuracy or completeness of specifications associated with Digital Media Products, including measurements, weight, durability, strength, materials, general physical properties, regulatory compliance, other engineering or construction attributes.
2. Poser World Media Publishers disclaims all express or implied conditions, representations, and warranties of any kind regarding Digital Media Products, including any implied warranty or condition of merchantability. Poser World Media Publishers allows your Purchase to be refunded under certain reasonable time frames and conditions, subject to the Site’s policies.
3. You assume all risk for any damage to your computer systems and network for any damage to your computer system by obtaining Digital Media Products, including any damages resulting from computer viruses.
4. To the fullest extent permitted by law, Poser World Media Publishers 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 Digital Media Products, even if Poser World Media Publishers 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.
5. You agree to indemnify and hold Poser World Media Publishers and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, employees and representatives ("Poser World Media Publishers Parties") 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 Source Material or Creations.
VI. Other Terms
1. Entire Agreement. This agreement constitutes the entire agreement between you and Poser World Media Publishers relating to your Purchase, unless you have a corporate license agreement with Poser World Media Publishers. Corporate licenses are available with additional protections for additional fees. Please contact email@example.com if your organization requires a corporate license. Poser World Media Publishers does not otherwise 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 Poser World Media Publishers representative.
2. Material Breach. You agree that any material breach of these Terms will result in irreparable harm to Poser World Media Publishers for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Poser World Media Publishers will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Poser World Media Publishers seeks such an injunction.
3. Import/Export Regulations. Digital Media Products 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, shall with Digital Media Products: (a) obtain any export, re-export, or import authorizations required by U.S. or Your local laws; (b) not design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Digital Media Products to prohibited countries and entities identified in the U.S. export regulations.
4. Governing Law. This agreement is governed by Georgia 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 Statesboro Georgia, 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).
5. Notice. Any notice under this agreement shall be via email to firstname.lastname@example.org, provided that you receive an acknowledgement email from a Poser World Media Publishers representative within 5 business days. If no such acknowledgement email is received, notice must be in writing and delivered by mail to the following address.
GMP Services Inc.
c/o GMP Services Licensing
107 Ladd Circle
Statesboro Georgia 30458
6. Assignment. Poser World Media Publishers may not assign its rights under this agreement without providing you notice, except in the case of a bankruptcy, merger, acquisition, sale of all or substantially all of Poser World Media Publishers’s assets to a subsequent owner or operator, or similar event. You may not assign your rights under this agreement without the prior written consent of Poser World Media Publishers, which will not be unreasonably withheld.
7. English. This agreement may be translated into other languages, but English is the official language of this agreement and in any conflict between the English language version and any other version, the English language version shall control.
This Royalty Free License is effective for use with Digital Media Products for use on or after January 1, 2013.