This is a legally binding agreement between licensee (“you”) and TurboSquid, Inc. d/b/a PixelSquid regarding your rights to use Stock Imagery from the Site under this license. “You” refers to the purchasing entity, whether that is a natural person who must be at least 18 years of age, or a corporate entity. The rights granted in this agreement are granted to the purchasing entity, its parent company, and its majority owned affiliates on a “royalty free” basis, which means that after a Purchase, there are no future royalties or payments that are required for the rights granted herein. The license granted is wholly transferable to other parties so long as it is in force and not terminated, extinguished, or otherwise violated, as set forth herein. This agreement incorporates by reference the Terms of Use and the Site’s policies as such are made available at PixelSquid Policies.

1. Introduction & Definitions
   II.  License Rights
   III. License Term and Termination
   IV. Warranties
   V.  Limitation of Liability
   VI. Other Terms
2. INTRODUCTION & DEFINITIONS

This agreement is intended to be easy to understand, and to provide clarity for using Stock Imagery in the work you create (“Creations”). 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:
“Stock Imagery” is the collection of one or more digital files, images, or videos packaged in the form of a product on the Site that can be identified by a product ID, and is made available to you for Purchase on the Site.
“Site” refers to the PixelSquid website, API’s, software, or any approved means or utility either currently in existence or in the future; the software and source code used by PixelSquid to provide such services; user interface layouts, designs, images, text, knowledgebase articles, 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 Stock Imagery by you from the Site under this agreement, whether as a purchase of Stock Imagery made available at a price of greater than $0, or a download of Stock Imagery made available at no charge.
“PixelSquid” includes the PixelSquid brand by TurboSquid, Inc. and all licensed affiliates and partners that distribute Stock Imagery on behalf of PixelSquid.
“Product Page” is the product page or interface that displays Stock Imagery 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 and less repetitive, 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.”

LICENSE RIGHTS

1.  Ownership. PixelSquid does not grant title or ownership in Stock Imagery. All rights in Stock Imagery not expressly granted in this agreement are reserved by PixelSquid for itself and its licensors.
2.  Rights Granted. For Stock Imagery, PixelSquid 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 Stock Imagery 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 agent@turbosquid.com. PixelSquid is authorized to approve a New Use if PixelSquid 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 Stock Imagery. If you Purchase a single-user license as an employee of a corporate entity, sharing Purchased Stock Imagery with other employees of your corporate entity is not allowed. Only the person named on the account has usage rights to the Stock Imagery. If you require multiple-user access and/or team sharing of stock imagery, PixelSquid offers discounted Enterprise Licenses customized for your team. Please contact Enterprise@PixelSquid.com for pricing details. Examples of sharing include storing files on a networked hard drive and aggregating Stock Imagery for later use in future Creations. You are responsible for any downstream distribution, use, or misuse by a recipient of a shared Stock Imagery. In all cases, sharing Stock Imagery with external people or entities is only allowed in the following situations, and with the following restrictions:
4. In the production of a Creation owned by you, If you need to share the Stock Imagery files with your clients (and not just your final work product that incorporates Stock Imagery), then your client must purchase an individual license for the item you are sharing. These are provided at reasonable prices allowing your client to have a license to use the Stock Imagery in the future.
5. In the production of a Creation owned by another entity (“your Client”), if you are working as a contractor and need to share the Stock Imagery files with your client (and not just your final work product that incorporates Stock Imagery), then your client must purchase an individual license for the item you are sharing. All parties must take reasonable care to secure and limit access to Stock Imagery to the parties working on your Client’s Creation. For all other use by any party, Stock Imagery must be Purchased again to create a new license agreement governing that use.
6.  Editorial Use Restriction for Some Stock Imagery. The following restrictions apply to any Stock Imagery affixed with an “Editorial” notice on its Product Page. The Editorial notice is one way to alert you that certain subject matter depicted by Stock Imagery, such as a manufactured product under a brand name, may be protected by another party’s Intellectual Property rights (“Other-Party Intellectual Property”). Permitted use of Other-Party Intellectual Property in Stock Imagery is limited to news reporting in Creations of some cultural, editorial, journalistic, or otherwise newsworthy value, and includes news reporting on television and the internet. This restriction does not apply if you have the needed authorization to use the Other-Party Intellectual Property for your Creation, such as if you are the Intellectual Property owner yourself, or an Intellectual Property owner’s advertising team, hired party, or licensee purchasing that company’s product.
7.  Other-Party Intellectual Property. PixelSquid does not own or license any Other-Party Intellectual Property. PixelSquid does not in any way make any representations or warranties about Other-Party Intellectual Property associated with Stock Imagery. 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.
8. Permitted Uses in Creations. You may use Creations 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, product packaging and manufactured products.
   You may create, distribute, publicly display, publicly perform, digitally display, and digitally perform an unlimited amount of Creations in any medium now known or hereinafter invented for any size target market or audience without any reproduction limitations, except as otherwise prohibited herein.
9. Promotional Use. If PixelSquid has permitted you to use Stock Imagery at no cost for a Promotional Use, such as for beta testing, promotion of your software or hardware products, use in a tradeshow, or another use that PixelSquid deems valuable to the PixelSquid business (“Promotional Use”), your permission to perform such Promotional Use is contingent on your compliance with the terms herein and your inclusion of a notice consisting of attribution of the artist’s name and a link to the Stock Imagery on the Site.
10. Unauthorized Use. If you use Stock Imagery in an unauthorized way, PixelSquid may terminate your account, limit your access, and pursue other penalties, damages, losses, and profits PixelSquid is entitled to under this agreement or at law or equity. The following are unauthorized uses that are explicitly prohibited:
11. Competition.You may NOT use Stock Imagery in a way that competes with PixelSquid, the Site, or the Stock Imagery themselves.
12. Re-Distribution. You may NOT re-distribute, publish, or make Stock Imagery available to any third party except in the form of a permitted Creation, or shared as authorized in this agreement.
13. Group Buying. You may NOT aggregate funds to Purchase Stock Imagery 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.
14. Stock Imagery Clearinghouses. You may NOT publish or distribute Creations through a stock media clearinghouse, for example as part of an online marketplace for photography, clip art, or design templates.
15. Business Logos. You may NOT use Stock Imagery in any Creation that is a trademark, servicemark, or business logo. This restriction is included because the owners of these types of Creations typically seek exclusivity on the use of the imagery in their Creation, which is incompatible with the non-exclusive license granted to you under this agreement.
16. No Obscene or Unlawful Use. You may NOT use Stock Imagery for any defamatory, harassing, pornographic, obscene, or racist purpose, or to infringe any party’s Intellectual Property rights.
17. False Attribution. You may NOT misrepresent yourself as the creator of Stock Imagery.
18. Abusing Access. You may NOT download Stock Media Products excessively, including in a way that suggests, in TurboSquid’s reasonable discretion that you are attempting to copy or mirror the Site.

III. LICENSE Term and Termination

1. Term. Your right and license to Stock Imagery 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 Stock Imagery must cease use, distribution, and destroy all copies of Stock Imagery.
2. Reversal of Purchase. Your right and license to Stock Imagery are contingent on your Purchase of Stock Imagery. Any payment reversal of a Purchase for any reason immediately terminates all rights granted under this agreement. Potential Reasons for a payment reversal include:
3. PixelSquid reverses your Purchase at your request.
4. PixelSquid receives a charge back notice from your bank or credit card cancelling your Purchase and withdrawing the funds used for your Purchase.

PixelSquid determines in its sole discretion that your Purchase was fraudulent.

1. Your purchase was made with a dishonored check.
2. Your purchase was made and there is a bank transfer failure.
3. When you are granted delayed payment terms, and fail to make payments such that PixelSquid sends you notice and terminates your account.
4. Failure to Abide by the License Grant. Material failure to abide by the terms of this agreement immediately terminates your right and license to Stock Imagery. If you detect a violation of the license grant by you or any recipient of shared Stock Imagery, and promptly report the violation to agent@turbosquid.com, PixelSquid will make a good faith effort to find an appropriate remedy to preserve your license grant.

WARRANTIES

You covenant, represent, and warrant to PixelSquid 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 Stock Imagery except pursuant to the terms of this agreement. Should you use Stock Imagery in an unauthorized way, you agree to any reasonable fee or penalty exercised by PixelSquid 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 Stock Imagery, and shall not use Stock Imagery to infringe any party’s Intellectual Property rights. 4. You will immediately notify PixelSquid of any Intellectual Property claim against your use of Stock Imagery or any other rights issue, before disclosing such issue to any third -party.

LIMITATION OF LIABILITY

1. Stock Imagery are provided on an “as is”, “as available”, and “with all faults” basis. PixelSquid 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 Stock Imagery, and does not guarantee the accuracy or completeness of specifications associated with Stock Imagery, including measurements, weight, durability, strength, materials, general physical properties, regulatory compliance, other engineering or construction attributes.
2. PixelSquid disclaims all express or implied conditions, representations, and warranties of any kind regarding Stock Imagery, including any implied warranty or condition of merchantability. PixelSquid allows your Purchase to be refunded under certain reasonable time frames and conditions, subject to the Site policies.
3. You assume all risk for any damage to your computer systems and network for any damage to your computer system by obtaining Stock Imagery, including any damages resulting from computer viruses.
4. To the fullest extent permitted by law, PixelSquid 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 Stock Imagery, even if PixelSquid 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 PixelSquid and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, employees and representatives (“PixelSquid 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.

OTHER TERMS

1. Entire Agreement. This agreement constitutes the entire agreement between you and PixelSquid relating to your Purchase, unless you have an enterprise license agreement with PixelSquid. Enterprise licenses are available with additional protections for additional fees. Please contact agent@turbosquid.com if your organization requires a corporate license. PixelSquid 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 PixelSquid representative.
2. Material Breach. You agree that any material breach of these terms will result in irreparable harm to PixelSquid for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, PixelSquid 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 PixelSquid seeks such an injunction.
3. Import/Export Regulations. Stock Imagery 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 Stock Imagery: (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 Stock Imagery to prohibited countries and entities identified in the U.S. export regulations.
4. Governing Law. This agreement is governed by New York 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 New York, New York, 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. LIMITED INTERNAL USER ARBITRATION. You acknowledge and agree that PixelSquid may, in its sole discretion, arbitrate disputes between PixelSquid users involving Stock Imagery (including any purchaser or supplier of Stock Imagery), and such findings shall be final and non-appealable. Either party may request that PixelSquid arbitrate the dispute, or PixelSquid may elect, at its option, to arbitrate the dispute. After PixelSquid elects to arbitrate any dispute hereunder, PixelSquid will waive any rights to a commission from both the Purchase and arbitration, and the parties must keep the results and process confidential and may not disclose anything related to the dispute to any other party (whether by oral, written, or other type of disclosure). To resolve disputes, PixelSquid may decide to terminate or suspend users, revoke the license, offer replacement Stock Imagery, reestablish the licensee, or surrender or reallocate fees (whether by refund, charitable donation, or otherwise). PixelSquid may award up to 3X the Purchase price to either party depending on the circumstances. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT ACCEPTING THIS ARBITRATION PROVISION WAIVES RIGHTS TO JUDICIAL RESOLUTION, TRIAL BY JURY AND RIGHTS YOU WOULD OTHERWISE HAVE IF YOU HAD NOT AGREED TO THIS ARBITRATION PROVISION.
6. Notice. Any notice under this agreement shall be via email to agent@turbosquid.com, provided that you receive an acknowledgement email from a PixelSquid 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.
   TurboSquid, Inc.
   c/o PixelSquid Support
   935 Gravier St., Suite 1600
   New Orleans, LA 70112
7. Assignment. PixelSquid 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 PixelSquid’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 PixelSquid, which will not be unreasonably withheld.
8. 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 in effect for use with Stock Imagery as of June 15, 2017.