POLIIGON PTY LTD END-USER LICENSE AGREEMENT FOR POLIIGON
Poliigon is a subscription-based website offering a library of textures, models and HDRIs for digital artists for their projects (the “Service”). This website, www.poliigon.com, is owned and operated by Poliigon Pty Ltd ACN 601 323 166 (“Poliigon”). This End-User License Agreement (this “Agreement”, “EULA”, “License”) applies to all users of the Service (collectively or individually, “You”, “Users”, “Customer”).
By signing up for a Poliigon Account or by using any Poliigon Services, you acknowledge that you have read, understood, agree with and accept all of the terms and conditions contained or expressly referenced in this agreement, including Poliigon’s Privacy Policy. If you do not agree to all of the terms and conditions of this agreement, then please do not attempt to use the Service.
If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity, its affiliates and users associated with it. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services.
1. ACCEPTANCE
1.1 This Agreement is a legal agreement between You and Poliigon, and governs your use of the Service and related products and services provided to You by Poliigon. The purpose of this Agreement and the License is to allow You to use the Service provided by Poliigon during the Term on the terms and conditions stated in this Agreement, to develop products for either personal or commercial use (“Customer Assets”), as applicable under Your License. This EULA is made effective beginning on the earliest of the date on which you first accept this EULA, access or otherwise use the Service (the “Start Date”).
2. ACCOUNTS
2.1 To use the Service, you must either:
- register an account via Poliigon’s website; or
- access the Service and provide required user information.
2.2 The number of people who are permitted to use the Service (“Permitted Users”) will be determined according to the type of license You have. For clarity, only Permitted Users may access the Services. If you require multiple people to access or use directly or indirectly Poliigon Assets (defined in clause 5.1 below) you will need to ensure all such people are a registered as a Permitted User and you should also select the type of License with the appropriate number of Permitted Users for your needs.
2.3 You may delete your account at any time.
2.4 All Permitted Users keep the password for their account to use the Services strictly confidential and must not share such information with any other person. Permitted Users must not share their account with any other person, and must not allow any other person to access their account.
3. REGISTRATION
3.1 When registering an account, You must provide Poliigon with a valid name, email address and password which will be registered by Poliigon. Poliigon may also save additional data as outlined in the Poliigon Privacy Policy. You acknowledge and agree that You will:
- provide true, accurate, current, and complete information as requested when registering an account; and
- maintain and update this registration information to keep it true, accurate, current, and complete.
3.2 You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to any computer, smart phone, tablet or other device that You use for accessing the Service and You hereby accept sole responsibility for all activities that occur under your account.
3.3 Poliigon and its affiliates reserve the right to refuse the Service, terminate accounts, remove or edit content and delete assets or cancel orders in their sole discretion if you provide registration information which is false, inaccurate, not current, or incomplete.
3.4 Poliigon may share your registration information with its partners, affiliates, and third parties to handle and deliver certain online activities necessary to operate Poliigon’s businesses (e.g., process orders and payments etc.). For more information see the Poliigon Privacy Policy.
4. INTERNET ACCESS
A high-speed Internet connection is required for proper transmission of and access to the Service. You are responsible for procuring and maintaining the network connections that connect Your network to the Service. We are not responsible for notifying You of any upgrades, fixes or enhancements to any software or for any compromise of data, including Your Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Poliigon or our partners. We assume no responsibility for the reliability or performance of any connections as described in this section.
5. THE SERVICE
5.1 The Service comprises a library of textures, brushes, Generators (including all possible files exported) Substance Designer files, HDRIs and models (“Poliigon Assets”).
Payment of the applicable fees entitles You to use the Service, access Poliigon Assets with Downloads acquired through the Website according to the terms of Your License and add Poliigon Assets into Your Customer Assets. You or any third party is strictly prohibited from using Poliigon Assets or Customer Assets in any other products or services or develop products and services that competes with Poliigon’s products and services.
5.2 We reserve the right to remove Poliigon Assets from the Services at any time.
5.3 Only a Permitted User may handle or otherwise make use of Poliigon Assets within the Services.
6. TYPES OF LICENSES
6.1 Free Licence
We may offer one or more of the Services to you at no charge (“Free Licence”) for a period of time. The Free Licence may include a limited selection of Poliigon Assets.
We may modify or terminate your right to use the Free Licence at any time and for any reason in our sole discretion, without liability to you. You are required to comply with the terms and conditions of this Licence. To the maximum extent permitted by law, we disclaim all obligations or liabilities with respect to the Free Licence, including any support, warranty and indemnity obligations.
6.2 Individual License
The Individual License is provided for a single Permitted User doing commercial work as part of an entity earning up to $150K USD revenue/year. Under the Individual License Your account will be receive monthly Downloads which may be used to download Poliigon Assets from the Service.
6.3 Team License
The Team License is for entities using the Service for commercial purposes with revenue up to $2M USD/year.
Under the Team License Your account will receive monthly Downloads which may be used to purchase Poliigon Assets from the Service.
6.4 Custom License
The Custom License is for entities using the Service for commercial purposes that earn more than $2M USD/year or require a custom number of Downloads, custom subscription duration, changes to Terms & Conditions, or other customizations. A Custom License can be project title specific or an ongoing annual subscription.
Contact
If you have questions regarding which license you qualify for, please contact Poliigon at support@poliigon.com.
6.6 Suspension of Account
If Poliigon in its sole discretion deems that You are misusing Your license it may shut down access to the Service effective immediately and terminate this Agreement. Any prohibited use of the Service will result in termination of this Agreement and the License and an obligation for You to compensate Poliigon for any and all losses and damages which it incurs.
7. FEES AND DOWNLOADS
7.1 The Service is offered as a subscription and non-subscription based service. You can subscribe to the Service:
- on an annual or monthly basis for Individual and Team Licenses;
- on an annual basis for a Custom License, or if for a fixed term Custom License by payment of one-off upfront fee.
7.2 Alternatively You can use the non-subscription pay-as-you-go service whereby asset packs can be purchased on demand.
7.3 The fees for the Service are stated in the Service, on our Website, or otherwise notified to you in writing (“Fees”). Payment of the Fees provides You with Downloads. Downloads can be used to purchase Poliigon Assets available in the Poliigon Library and develop Customer Assets for use in Your Product. You may also at any time purchase additional Downloads to be used in the Service. The number of Downloads required to access a Poliigon Asset are on the Website. When you open an account you authorise Poliigon or its partners to charge your credit card, or use other forms of payment methods accepted by Poliigon, for the Fees in accordance with the payment terms (as may be amended by Poliigon or its partners from time to time).
7.4 Poliigon Downloads have no monetary value and do not constitute currency or property of any type. Poliigon Downloads may be redeemed for Poliigon Assets only. Poliigon Downloads cannot be sold or transferred, and cannot be exchanged for cash or for any other goods and services, except for the Poliigon Assets. Poliigon Downloads are non-refundable. You are not entitled to a refund for any unused Poliigon Downloads.
7.5 Once you have redeemed Poliigon Downloads for Poliigon Assets, those Assets are not returnable, exchangeable, or refundable for Poliigon Downloads or for cash, or other goods or services.
7.6 Poliigon and its partners reserve the right to change the Fees, the Download costs, the number of monthly Downloads per License, the payment terms, price of Poliigon Assets, the “Download” system to an alternative payment system any availability of Poliigon and its services etc. at any time without notice; provided, however, such changes will not affect the Fees paid or Downloads used and payment terms for any products and services already purchased and paid for in full.
7.7 All Fees are payable in advance and are not refundable in whole or in part, unless stated otherwise by Poliigon in writing or otherwise in accordance with this Agreement.
8. ACCESS
In consideration of the payment of the applicable Fees and subject to your compliance with these terms, Poliigon shall provide You with access to the Service and enable You to access and use the Service. If Poliigon is unable to process any applicable payment at any time, your access to the Service may be suspended or terminated at Poliigon’s discretion.
9. GRANT OF LICENSE
Subject to the terms of this Agreement and your continued compliance with the applicable Individual, Team or Custom License, Poliigon grants You a limited, non-exclusive, revocable license that is non-sublicensable and non-transferable to access and use the Service to create Customer Assets.
10. NO RIGHT TO CREATE AND SELL POLIIGON AND CUSTOMER ASSETS ON STAND ALONE BASIS
The Service must only be used for creating Customer Assets which are integrated into your own unique creations such as images and animation of video games.
You must not sell, license or otherwise provide access to Poliigon Assets (modified or in original format) to third parties on a stand-alone or re-distributed manner which is the same or similar to that provided by Poliigon under this Agreement. This includes but is not limited to cloud rendering services, design software and games or any other service where the users of the services (a) have direct or indirect access to the files of Poliigon Assets or (b) where the players or users of that software or game are using Poliigon Assets to design rooms, architectural buildings or levels.
You must not use, allow another person to use or encourage any person to use or access Poliigon Assets for the purpose of any form of artificial intelligence, including but not limited to machine learning and neural networks, using the Poliigon Assets to learn from or mimic a Poliigon Asset in any way.
Any breach or attempted circumvention of this clause may result in immediate termination of this Agreement and/or access to the Service permanently suspended.
11. ABUSE
Harassment in any manner or form towards Poliigon employees, including via e-mail, chat, social media, or by use of obscene or abusive language, is strictly forbidden and will result in termination of this Agreement and the License and an obligation for You to compensate Poliigon for any and all losses and damages which it incurs.
12. CONSENT TO USE OF DATA
You agree that Poliigon may collect and use technical information and data gathered as part of the support services provided to You. For more information see the Poliigon Privacy Policy.
13. INTELLECTUAL PROPERTY RIGHTS
Poliigon owns all right, title, copyright, and other intellectual property rights and interest, including but not limited to all trademarks, service marks, and trade names in the Service, software, material, any documentation and any copies thereof and retains all such rights and any other products and services. Except as expressly granted in this EULA; no license, right or interest in any patent, trademark, copyright, trade name or service mark is granted to You. The Service is licensed, not sold.
13.1 You agree not to assert against Poliigon any claim, action or proceeding for infringement of any patents, patent rights or other intellectual property rights.
13.2 Poliigon has indicated in the title of some Poliigon assets that they are representations of real-world objects (“Replicas”). Replicas are indicated through the asset name including the word replica. Poliigon owns the model itself, but it is possible that another group may claim ownership of the subject matter depicted. While we have not received any notices from another group that they disallow commercial uses, Poliigon notifies you that additional legal clearances may be required for some uses of these models.
13.3 You are not required to provide any ideas, feedback or suggestions regarding the Service or any of Poliigon’s products or services (collectively, “Feedback”) to Poliigon. To the extent you do provide any Feedback to Poliigon, you agree to assign and hereby do assign all right, title and interest in and to such Feedback to Poliigon and acknowledge that Poliigon may freely use, reproduce, modify, distribute, make, have made, sell, offer for sale, import and otherwise exploit in any manner such Feedback without payment of any royalties or other consideration to you.
14. USER INTELLECTUAL PROPERTY
By using the Service You may generate Customer Assets. Except for the Poliigon Service materials contained therein, any intellectual property right and title to Customer Assets are Customer intellectual property.
15. LICENSE RESTRICTIONS
15.1 You agree to abide by all applicable laws and regulations in using the Service.
15.2 You agree not to:
- attempt to reverse engineer, decompile, translate, or disassemble the Service or related software or materials;
- rent, lease, or transfer the Service, or related software or materials;
- disclose the results of any performance benchmarks of the Service or related software or materials to any third party without Poliigon’s prior written consent;
- use the Service for any illegal purpose;
- use the Service in any manner which violates the rights of a third party, including without limitation intellectual property rights;
- use the Service in any manner that breaches the EULA; or
- take any action that imposes an unreasonable or disproportionately large load on the Service, System or servers etc.
15.3 You may not without specific prior written consent from Poliigon:
- use your own or third-party software to modify any content appearing within the Service or its environment or change how the Service is used;
or - use the Service or any information accessible through the System, to bypass the System login architecture or create or provide any other means through which the System may be accessed and/or the Services may be used by others.
16. APIs
You explicitly acknowledge and agree that You shall not, under any circumstances, use the Application Programming Interface on the Poliigon website (API), whether for commercial or non-commercial purposes, without obtaining the explicit, prior written consent from Poliigon. Any unauthorised use, reproduction, or dissemination of the API constitutes a breach of this agreement by You.
17. ELECTRONIC COMMUNICATIONS
You consent to receiving communications necessary to provide the Service to You from us electronically. We will communicate with You by email or by posting notices in the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
18. TERMS AND TERMINATION
18.1 The term of this EULA and the license granted herein shall begin on the Start Date and be ongoing until terminated. You can terminate your license at any time and your license, unused Poliigon Downloads and payment obligations will expire at the end of the current term. You can terminate your license by registering such termination on Poliigon’s webpage, www.poliigon.com. Poliigon may terminate this Agreement and your license at any time with 30 days notice and provide you with a pro rata refund if you have any time remaining on your subscription. Termination of the EULA will result in your account being deactivated, your Poliigon License being deactivated and any unused Poliigon Downloads expired.
18.2 Notwithstanding anything to the contrary herein, this EULA shall terminate upon breach of any term or provision of this EULA, which You have not cured within 10 days of notice of the breach by Poliigon.
18.3 Upon expiration or termination of this agreement you shall immediately cease use of the Service.
18.4 If Poliigon terminates the Service for your breach, you will not receive a refund of prepaid Fees.
19. CONFIDENTIALITY
You acknowledge that Service, related materials and any documentation etc., contains confidential and proprietary information. You agree to maintain the confidentiality of the Service and related materials and documentation during the term of this EULA, and for a period of 5 years after termination of this EULA. You agree to take commercially reasonable steps to ensure that confidential information is not disclosed or distributed by You.
20. DISCLAIMER OF WARRANTY
Poliigon will use reasonable efforts to provide You with a service that is fast, reliable and enjoyable. However, Poliigon makes no representation or warranty as to the completeness or accuracy of the Service or information contained therein, nor does it represent or warrant that the Service will be available at all times or that it will function in a manner or as fast or efficient as You may expect or desire. The information contained in the Service may be incomplete, may contain errors, or become out of date at any time. The Service is provided on an “as is” basis without any express warranties.
Poliigon shall have no obligation to correct errors in, provide updates for or otherwise support the service. Poliigon reserves the right to add, modify, or delete its services at any time. You bear the risk of using it. Poliigon does not give any express or statutory representations, warranties, guarantees or conditions. Poliigon also excludes all implied warranties, including any warranty of merchantability, title, durability, fitness for a particular purpose and non-infringement etc. Nothing in this agreement shall affect those statutory rights which you may be entitled to as a consumer and that you cannot contractually agree to alter or waive. The limitations and exclusions of liability do not apply if and to the extent you sustain damages which were caused by gross negligence or willful misconduct of Poliigon.
21. LIMITATION OF LIABILITY AND REMEDIES
21.1 Under no circumstances including negligence (unless otherwise required by applicable law), shall Poliigon (including breach of any warranty hereunder) be liable for any direct, indirect, punitive, special, incidental, or consequential damages that result from your use of Poliigon or related documentation or in connection with or arising out of or relating to this Agreement (including loss of business, revenue, profits, use, data, or other economic advantage), even if any exclusive remedy provided for in this Agreement fails of its essential purpose and even if Poliigon or a Poliigon authorized representative has been advised of the possibility of such damages.
21.2 Notwithstanding any damages that You might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of Poliigon and any of its suppliers under any provision of this EULA and your exclusive remedy hereunder shall be limited to the actual damages You incur in reasonable reliance on Poliigon up to the amount actually paid by You for the service. In no event shall Poliigon’s aggregate liability for all incidents during the term of the Agreement exceed the aggregate amount actually paid by You for the service. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
21.3 In order to be entitled to any indemnification or compensation from Poliigon, subject to clause 22, You must:
- promptly notify Poliigon in writing of the claims (whether or not litigation or other proceeding has been filed or served);
- give Poliigon, at Poliigon’s option and expense, sole control over the defence and/or settlement of the claims; and
- at your own expense, You shall cooperate with Poliigon in all reasonable aspects in connection with the defence of any such claim.
22. INDEMNIFICATION
Your use of Poliigon constitutes your agreement to defend, indemnify, and hold harmless Poliigon, its parents and affiliates, partners, and their respective employees, contractors, officers, and directors, from and against any actions, claims, demands, liability and expenses, including reasonable attorneys’ fees, arising out of your use or misuse of Poliigon and the rights granted under this Agreement. You agree that Poliigon may seek and shall be entitled to injunctive, equitable, or other similar relief to protect, maintain, defend, enforce, and preserve such rights, in addition to any other available remedies without the necessity of posting a bond.
23. ARBITRATION
Any dispute or claim arising out of or in connection with this Agreement, including (without limitation) any question regarding the existence, validity, breach or termination of this Agreement must first be the subject of arbitration, administered by the Australian Commercial Disputes Centre Limited (ACDC). The arbitration must be conducted and held in accordance with and subject to the laws of Queensland, and may be held either in Brisbane, Australia or via video conferencing, as agreed between the parties.
24. CLAIMS
You and Poliigon agree that any cause of action arising out of or related to this agreement or the Service must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
25. GOVERNING LAW
This Agreement is governed by the state laws of Queensland, and the federal laws of Australia. To the extent permitted by law, the state and federal courts of Queensland and Australia will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
26. MODIFICATION
Poliigon reserves the right, at its discretion, to update or revise the EULA at any time. Poliigon will post such changes in its Poliigon Service, and/or its Website, and/or communicate such changes via email or otherwise communicate such terms to you in a suitable manner decided by Poliigon and these additional or revised terms will become part of the EULA effective immediately. Please check the Poliigon Service, the EULA or the Website periodically for changes. Your continued use of Poliigon constitutes your binding acceptance of the EULA, including any changes or modifications made by Poliigon as permitted above.
27. WAIVER
A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
28. SEVERABILITY
If any provision of this Agreement is invalid then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any other part or provision of this Agreement.
29. ASSIGNMENT
You shall not, without the prior written consent of Poliigon, assign, transfer, or license or deal in any other manner with all or any of Your rights or obligations under this EULA. Poliigon may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under this EULA without notice to You.
30. NO PARTNERSHIP
This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between Poliigon and You. Neither party shall have any right bind the other party in any manner whatsoever, and nothing in this Agreement gives any rights of any kind to any third persons.
31. ENTIRE AGREEMENT
This EULA constitutes the entire agreement between the parties with respect to this specific subject matter hereof and shall not be modified except as provided in this Agreement.
