Content Licensing Contract

Holoxica’s 3D models are royalty-free. As a result, once you pay us for licencing a 3D model, you may use them forever without having to make any future payments. It goes without saying that this licence does not grant title or ownership of our 3D models and you may not represent yourself as the creator of our 3D models. This Licence Agreement below is the final and only binding agreement between you and us.

LICENCE AGREEMENT

This is a licence agreement ( the “Agreement”) between Holoxica Limited, with registered address at Regent House, 316 Beulah Hill, London, United Kingdom, SE19 3HF, (the “Licensor”) and you, (the “Licencee”), hereafter the “Parties”, which applies to licences issued for 3D assets (the “Assets”) digitally delivered via the Licensor’s website.

1. Definitions

1.1. “Asset” means any 3D model(-s) provided by the Licensor, hosted on the Licensor’s website, which is licensed to Licensee by Licensor under the terms of this Agreement in view of its online digital delivery to Licensee. Any reference in this Agreement to the Asset shall be to each individual item within the Asset and also to the Asset as a whole. As used herein, website refers to the Holoxica Ltd website, APIs, software applications, any software source code used, licensed or implemented by Holoxica Ltd, and all other Intellectual Property.

1.2. “Invoice” means the emailed invoice provided by Licensor upon order confirmation, download and checkout that incorporates the terms of a License purchase for single Asset. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

1.3. “Intellectual Property” copyright, trademark, patent, trade secret, right to publicity, or any other proprietary right.

1.4. “Licensor” means Holoxica Ltd.

1.5. “Licensee” means the person or entity purchasing a license hereunder. By ordering a Licence, Licencee confirms it has the capacity to form a legal contract under its local laws.

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

1.7. “Rights Granted” means Licensor granting Licensee a non-exclusive, perpetual, non-transferableand non-sub licensable, Single-Seat license to use, modify, display, distribute, transmit and reproduce the Asset for the purposes of the following:

(i) commercial uses,
(ii) marketing, promotions, advertising,
(iii) personal, educational or any other non-commercial uses.

However, Licensee shall not

(i) sub-license, sell, assign or otherwise transfer or attempt to do so all or part of its rights under the Agreement,
(ii) sell, license, distribute or otherwise make available the Asset as stand-alone and/or in a way that allows third parties to use, download, extract or access the Asset as a stand-alone file.

The Rights Granted herein shall be applicable for so long as Licensee is in compliance with this Agreement.

1.8. “Seat” means the number of authorized individual access per License.

1.9. “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 Asset 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 info@holoxica.com for a custom price quote.

1.10. “Term”: Your right and license to the Asset is perpetual, unless terminated as describedin this Agreement.

2. Grant of Rights and Restrictions

2.1. Licensor grants to Licensee a non-exclusive, perpetual, non-sublicensable, and non-transferable worldwide right, right to use, adapt, digitally perform, transmit, create derivative works and Reproduce the Asset 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.

2.2. While efforts have been made to caption correctly the subject matter of the Asset, Licensor does not warrant the accuracy of such information.

2.3. Pornographic, defamatory, harassing, obscene, racist or otherwise unlawful use of the Asset is strictly prohibited, whether directly or indirectly.

2.4. The Asset shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of Licensor.

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

2.6. The Asset shall not be used contrary to the Rights Granted.

2.7. 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 Asset.

3. IntellectualProperty

All Intellectual Property Rights over and in respect of the Asset are owned by the Licensor. The Licencee does not acquire any rights of ownership in the Asset.

4. Warranty and Limits of Liability

4.1. The Licencee acknowledges and agrees that neither Licensor nor its board members, officers, employees or agents, will be liable for any loss or damage arising out of or resulting from Licensor’s provision of the Asset under this Agreement, or any use of the Asset by the Licensee or its employees; and Licencee hereby releases Licensor to the fullest extent from any such liability, loss, damage or claim, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Asset.

4.2. The Asset is provided by Licensor on an ‘as is’ and ‘with all faults’ basis. Licensor makes no representations, warranties, conditions or guarantees as to the usefulness, quality, suitability, truth, fitness for a particular purpose with respect to the Asset and does not guarantee the accuracy or completeness of specifications associated with the Asset. The Licencee acknowledges that it is the responsibility of the Licencee to ensure that the Asset meets its own individual requirements.

4.3. To the fullest extent permitted by law, no express or implied warranty, term, condition or undertaking with respect to the Asset is given or assumed by the Licensor, including, without limitation, any implied warranty of merchantability or any fitness for a specific purpose. Licensor shall not be liable to Licencee or any other person or entity for any punitive, special, direct or indirect, consequential, incidental, exemplary or other similar damages (including loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders or other economic advantage), costs or losses arising out of or in connection with this Agreement.

4.4. Licensor shall not be liable for any damages, costs or losses arising out of or as a result of modifications made to the Asset by the Licensee or the context in which the Asset is used in a Licensee work.

5. Indemnification

5.1. The Licensee must indemnify, defend and hold harmless Licensor, its board members, officers, employees and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney's fees) and damages (including indirect or consequential loss) resulting in any way from:

(i) Licensee's and Licensee's employee's use or reliance on the Asset,
(ii) any breach of the terms of this License Agreement by the Licensee or any Licensee employee,
(iii) and any other act of Licensee.

5.2. This clause 5 will survive termination of this Agreement.

6. No Cancellation by Licensee

All purchases are final upon receipt by Licensee of an email sent by Licensor confirming the order and enclosing the Invoice. No cancellation or termination rights apply to any license granted under the terms of the Agreement.

7. Royalty Free Agreement

Licensee will acquire the Asset on a royalty-free basis. 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 for the use of the intellectual property.

8. Unauthorised Use and Termination

Any use of Assets in a manner not expressly authorised by this Agreement constitutes copyright infringement, entitling Licensor 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.

Licensor reserves the right to terminate this Agreement in the event Licensee:

(i) enters the Agreement after having received notice of unauthorised use from Licensor relating to the Asset;
(ii) provides inaccurate information regarding its proposed use of the Asset 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 theAsset; and
(ii) destroy or, upon the request of Licensor, return to Licensor the Asset and, in the case of termination by Licensor for cause, the Licensee Work in the possession or control of Licensee.

9. Electronic Storage

For all Assets that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of Licensor, and any other information as may be embedded in the electronic file containing the original Asset.

10. Withdrawal

Upon notice from Licensor, or upon Licensee's knowledge, that any Asset may be subject to a claim of infringement of another's right for which Licensor may be liable, Licensor may require Licensee to immediately and at its own expense:

(i) stop using theAsset;
(ii) delete or remove the Asset from its premises, computer systems and storage (electronic or physical); and
(iii) ensure that its clients do likewise.

11. Governing Law/Arbitration

This Agreement will be construed by and governed in accordance with the laws of Scotland. The Licensee and Licensor submit to the exclusive jurisdiction of the Courts of Scotland.

12. 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 and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

13. Waiver

No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. Any failure or 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.

14. Taxes

All License Fees are exclusive of any taxes, which are the sole responsibility of Licensee.

15. Entire Agreement

This Agreement contains the entire licence agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written. Further, this Agreement may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties or issued electronically by Licensor 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.