End User License Agreement

Terms and Conditions

Turbo Squid Website and Turbo Squid Client Applications End User License Agreement, License Grant from Vendor to Turbo Squid, License Agreement between Vendor and Member, and General Terms.

DEFINITIONS:

1. "Content" refers to any material published at Turbo Squid including but not limited to wire files, models, textures, plug-ins, video games, video game modifications, motion files, collections, packages, materials, scripts, shapes, custom UI skins, tutorials, frequently asked questions, words, music, films, images, and software.

2. "Member" refers to any person who creates a user account at Turbo Squid.

3. "Vendor" refers to the submitting individual or business who publishes content at Turbo Squid.

4. "Royalty Free" refers to a one-time usage fee as distinguished from a recurring rights fee.

5. "Affiliate" means an entity with which the Turbo Squid Corporation has entered into a sales affiliate relationship.

6. "Membership Services" refers to transmission and/or purchase of content to and from Turbo Squid via the Turbo Squid Website, a Client Application, or any approved web portal either currently in existence or in the future.

7. "For Sale" includes all content that requires a purchase of license rights, as distinguished from content available for free download.

8. "Valid Sale" refers to a sale of license rights in content, or other property via Turbo Squid, where the appropriate share of proceeds is received by a Vendor who published the content. Content for sale via Turbo Squid which is returned is not an example of a valid sale.

9. For the purposes of this agreement, Turbo Squid and Turbo Squid, Inc. can be used interchangeably.

10. "Client Application" refers to Turbo Squid software available for download at the Turbo Squid web site or any other authorized download site, which allows Members to browse, purchase, upload, and download all content published at Turbo Squid. Client Application also refers to any software application that allows members to create, alter or otherwise modify content for use within a video game.

11. "Subscription Plan" refers to a pay one price package of Content downloads.

TURBO SQUID WEBSITE AND TURBO SQUID CLIENT APPLICATIONS END USER LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE TURBO SQUID WEBSITE AND/OR A TURBO SQUID CLIENT APPLICATION, WHICH CAN BE DOWNLOADED FROM THE TURBO SQUID WEB SITE OR AFFILIATE’S SITE, ALONG WITH ANY ACCOMPANYING DOCUMENTATION, AND THE TERMS AND CONDITIONS OF THE TURBO SQUID MEMBERSHIP SERVICES.

YOUR USE TURBO SQUID MEMBERSHIP SERVICES MEANS THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS YOU SHOULD NOT USE THE TURBO SQUID MEMBERSHIP SERVICES. BY INSTALLING, DOWNLOADING, COPYING A TURBO SQUID CLIENT APPLICATION, OR OTHERWISE USING TURBO SQUID MEMBERSHIP 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 THIS CLIENT APPLICATION OR TURBO SQUID MEMBERSHIP SERVICES.

Turbo Squid Client Application End User License Terms:

1. SINGLE COPY SOFTWARE LICENSE. The Turbo Squid Client Application is copyrighted and protected by law and international treaty. You may download the Turbo Squid Client Application through a web browser or install from a CD-ROM onto a single computer for your personal, non-commercial internal use only, unless specifically licensed to do otherwise by Turbo Squid, Inc. This is a license, not a transfer of title, and you may not nor permit anyone else to (a) modify the Turbo Squid Client Application or use it 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 Turbo Squid Client Application or the documentation in whole or in part; (c) remove any copyright or other Turbo Squid, Inc. proprietary notices; (d) transfer the Turbo Squid Client Application to another person. You agree to prevent any copying of the Turbo Squid Client Application that you download for your use from this web site.

2. OWNERSHIP. The Turbo Squid Client Application and all Turbo Squid, Inc. information on this web site is copyrighted proprietary material of Turbo Squid, Inc. and may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without Turbo Squid, Inc.'s prior written permission. Except as expressly provided herein, Turbo Squid, Inc. and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information of Turbo Squid, Inc. or its suppliers.

3. TERMINATION OF THIS LICENSE. Turbo Squid, Inc. may terminate this license at any time if you are in breach of the terms of these terms and conditions of use. Upon such termination you must and agree to immediately destroy all copies of the Turbo Squid Client Application and all of its accompanying documentation.

LICENSE AGREEMENT BETWEEN VENDOR AND MEMBER

License Grant:

For any transmission of content from a Vendor to a Member, whether the transmission was the result of a license or free download, the following terms apply unless more restrictive terms are specified in the text description of the content:

1. Ownership. Unless explicitly provided for by a separate agreement, the Vendor retains, subject to any license agreement between the Vendor and Turbo Squid, copyright in content purchased or downloaded by any 3rd party via Turbo Squid.

2. Valid License. Any license rights relating to content for sale via Turbo Squid are contingent upon the transfer of money from the 3rd party to the Vendor. All license rights terminate immediately and without notice if a sale is reversed for any reason.

3. Rights Granted. The Vendor grants to the 3rd party who either purchases license rights to content via a valid sale, or downloads freely available content submitted by the Vendor, a non-exclusive, non-transferable, worldwide, royalty-free license to: publicly perform, publicly display, and digitally perform said content.

4. 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.

5. Resale. The resale or redistribution by the third party of any content obtained from Turbo Squid, whether for sale or freely available for download, whether part of a valid sale or not, is expressly prohibited.

6. Returned Content. In the event a 3rd party returns any content, whether acquired by valid sale or freely available for download, all license rights granted herein terminate and the 3rd party must immediately destroy any and all copies contained on any type of media under the control or possession of the 3rd party.

LICENSE GRANT FROM VENDOR TO TURBO SQUID

For any Vendors who provide Turbo Squid with any type of content for free distribution or sale, the following terms apply:

You (the "Vendor") hereby grant to us ("Turbo Squid"), and by the act of delivering content to us, grant a non-exclusive, worldwide, royalty-free license to: (a) reproduce, set prices for, sell, and distribute net proceeds from any sale, in whole or in part on my behalf; and to publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; (b) create and use samples of the content solely for the purpose of demonstrating or promoting your products or services or those of Turbo Squid; (c) use any trademarks, service marks or trade names incorporated in the content in connection with your material; and (d) use the name and likeness of any individuals represented in the content only in connection with your material.

GENERAL TERMS

The following terms apply to all types of content submitted to Turbo Squid, including, but not limited to: wire files, models, textures, plug-ins, motion files, collections, packages, materials, scripts, shapes, custom UI skins, tutorials, frequently asked questions, words, music, films, images, and software:

1. Ownership. You retain ownership of the copyrights and all other rights in your content, subject to the non-exclusive rights granted to us under this agreement. You are free to grant similar rights to others during and after the term of this agreement.

2. Termination. The license grant contained in this agreement can be terminated using the guidelines below. Turbo Squid 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 Vendor may not submit or delete content from the material submitted by such Vendor as part of general maintenance of such Vendor’s account.

3. Representations and Warranties. The term "Content;" means any type of content, including, but not limited to: wire files, models, textures, plug-ins, motion files, collections, packages, materials, scripts, shapes, custom UI skins, tutorials, faq's, words, music, films, images, and software as applicable. You represent and warrant that: (a) the Content is your original work, and contains no copyrighted material of any kind that you are not the exclusive owner of, including but not limited to: music and/or sync rights, images (moving or still) of any kind, writings of any kind, and model clearances/releases; (b) you have 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) all factual assertions that you have made and will make to us are true and complete. You agree to indemnify and hold us and our customers harmless from any and all damages and costs, including reasonable attorney's fees, arising out of or related to your breach of the representations and warranties described in this section. You agree to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this agreement.

4. Determining Type of Content. We implement and maintain business practices which enable us to accurately categorize content that you deliver to us. If we make an error in good faith, however and consequently exceed our license rights, your sole and exclusive remedy will be for us to take all reasonable steps to promptly correct the error as soon as we become aware of the error.

5. Royalty Payments & Commission.

(A) Individual Downloads. You will be entitled to receive all royalty payments collected by Turbo Squid in the form of payments made by check distributed at least as often as quarterly. Turbo Squid will be entitled to a commission in the amount of 50% which it will deduct upon receipt. Turbo Squid may at any time implement a program whereby the Vendor receives greater than 50% in which case royalty payments will reflect those amounts. You hereby authorize Turbo Squid to collect and distribute such royalties and commissions.

(B) Subscription Service. You will be entitled to receive all royalty payments collected by Turbo Squid from a Turbo Squid subscription plan(s) in the form of payments made by check distributed at least as often as quarterly. Payments will be drawn from a royalty pool that shall contain not less than 50% of the gross receipts from subscription revenue. Allocations shall be made according to a formula devised by Turbo Squid.

6. Disclaimer. We provide our products and services related to this agreement "AS IS" WITHOUT WARRANTY OF ANY KIND.

7. WARRANTY. TURBO SQUID, INC. MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED IN CONJUNCTION WITH ANY CONTENT PUBLISHED AT TURBO SQUID. TURBO SQUID, INC WILL NOT BE LIABLE TO A VENDOR, 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 TURBO SQUID WEBSITE, THE TURBO SQUID CLIENT APPLICATIONS OR ANY CONTENT PUBLISHED AT TURBO SQUID, WHETHER FRAMED AS A BREACH OF WARRANTY, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE. VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS TURBO SQUID, INC FOR ANY AND ALL CAUSES OF ACTION ARISING OUT OF THE SUBMISSION OF CONTENT TO TURBO SQUID.

8. Deep Linking. You agree to refrain from the practice commonly referred to as "deep linking" whereby you use the content from Turbo Squid with any other web site via active linking or data mining.

9. Choice of Law. This agreement will be governed by Louisiana 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 Orleans Parish, Louisiana, 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).

10. Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and delivered by mail or electronic mail.

11. Agreement Subject to Change. Turbo Squid, Inc. reserves the right to change the terms of this agreement with or without notice at any time.

12. Account Non-Transferability. Turbo Squid Vendor and Member accounts may only be used by the licensee. They may not be transferred or accessed by any other party without the explicit written permission of Turbo Squid, Inc.