Terms & Conditions
END-USER LICENSE AGREEMENT FOR Texturebox
Texturebox Game Technologies Inc.
Welcome to Texturebox
Texturebox is a subscription-based online scan resource website offering a (pbr) physically based surface scans, materials, landscape scans, 3D scans and vegetation scans for digital artists and their projects (the “Service”). This website, www.texturebox.com, is owned and operated by Texturebox. This End-User License Agreement (this “Agreement”, “EULA”, “License” ) applies to all users of the Service (collectively or individually, “You”, “Users”, “Customer” ).
Before using the service, please read this agreement carefully. By clicking on “accept,” you acknowledge that you have read, understood, and agree to be bound by this agreement. If you do not agree to all of the terms and conditions of this agreement, then please do not click “accept” or 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.
This Agreement is a legal agreement between You and Texturebox, and governs your use of the Service and related products and services provided to You and Texturebox. The purpose of this Agreement and the License is to allow You to use the Service provided by Texturebox 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”).
To use the Service, you must either register an account via Texturebox website, or access the Service and provide required user information. The account must be registered to only one (1) individual physical person (“Registered User”). Accounts registered and owned by a corporation or other legal entity must have one (1) physical person listed as the Registered User of the account who will be the only permitted person to use the Service. You may not, under any circumstances, whether intentionally, or through negligence or inaction, allow or enable others (another individual or entity etc.) to access your account, unless specifically permitted in writing by Texturebox. Texturebox reserves the right to disable or block accounts, end your access to the Service etc. without notice. You are not permitted to transfer your account, any assets, Points etc. to another person or entity, unless specifically permitted in writing by Texturebox. You may delete your account at any time.
When registering an account You must provide Texturebox with a valid email address and password which will be registered by Texturebox. Texturebox may also save your IP address and MAC address etc. 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. 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. Texturebox 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. Texturebox may share your registration information with its partners, affiliates, and third parties to handle and deliver certain online activities necessary to operate Texturebox’s businesses (e.g., process orders and payments etc.).
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 Texturebox or our partners. We assume no responsibility for the reliability or performance of any connections as described in this section.
5. THE SERVICE
The Service comprises a physically based surface scans, landscape scans, 3D scans and vegetation scans (“Texturebox Assets”).
Payment of the applicable fees entitles You to use the Service, purchase Texturebox Assets with Credits acquired through the Website according to the terms of Your License and add Texturebox Assets into Your Customer Assets. You or any third party is strictly prohibited from using Texturebox Assets or Customer Assets in any other products or services or develop products and services that competes with Texturebox’s products and services.
6. TYPES OF LICENSES
- 6.1 Personal License
- The Personal License is provided for single self-employed individuals (a natural person) doing non commercial work generating less than $100,000 per year in annual gross revenue (based on latest available completed fiscal year reporting). The Personal License grants You the right to use the Service as an individual only. For the avoidance of doubt: A Personal License may not be used by a corporation, or a party with a turnover of $100,000 or more per year. Nor may a Personal License be used for projects with a total budget of $100,000 or more. Further, a Personal License may not be used for research and development, prototyping, testing etc. You must acquire a Indie License, Business License or a Studio License etc. in order to do research and development, prototyping, testing etc.
- 6.2 Indie License
- The Indie License is for entities generating less than $1,000,000 per year in annual gross revenue (based on latest available completed fiscal year reporting) and employing a up to 5 seats for members of your team. The Indie License grants usage rights for a single entity, and does not grant usage rights for affiliate companies, outsourcing partners, subsidiaries and/or entities that share the name but not the location of the parent entity. For the avoidance of doubt: an Indie License may only be used for development of self-published games and products and not for games and products developed for a third party, for example a publisher, distributor or any other third parties. The usage of the Indie License is paid for by Points, see definition in section 7 below.
- 6.3 Business License
- The Business License is for entities generating less than $10,000,000 per year in annual gross revenue (based on latest available completed fiscal year reporting) and employing a up to 10 seats for members of your team. The Business License grants usage rights for a single entity, and does not grant usage rights for affiliate companies, outsourcing partners, subsidiaries and/or entities that share the name but not the location of the parent entity. For the avoidance of doubt: an Business License may only be used for development of self-published games and products and not for games and products developed for a third party, for example a publisher, distributor or any other third parties. The usage of the Business License is paid for by Points, see definition in section 7 below.
- 6.4 Studio License
- The Studio license for Game, VFX, Advertising and Visualization teams with more than $10,000,000 yearly revenue or funds raised. A Studio License is project title specific and a separate Studio License is required for each project. The usage of the Business License is paid for by Points, see definition in section 7 below.
- 6.5 Contact
- If you have questions regarding which license you qualify for, please contact Texturebox at [email protected].
- 6.6 Suspension of Account
- If Texturebox in its sole discretion deem that You are misusing Your license, it may shut down Your license and access to the Service effective immediately and terminate the Agreement. Any prohibited use of the Service, including and beyond the allowed limits, will result in termination of this Agreement and the License and an obligation for You to compensate Texturebox for any and all losses and damages herewith. Texturebox reserves the right to keep copies of all Customers’ Customer Assets created for the purposes of verifying that such Customer Assets are not used contrary to this Agreement or the terms of the License You hold.
7. FEES AND CREDITS
The Service is offered as a subscription based service. You can subscribe to the Service on an annual or monthly basis. The Fees for the Service are stated in the Service, on the Pricing page. Payment of the Fees provides You with Points. Points are the Texturebox currency "Cr" which can be used to purchase Texturebox Assets available in the Texturebox and develop Customer Assets for use in Your Product. You may also at any time purchase additional Points to be used in the Service. The Point fee for Texturebox Assets are stated in the Service. Purchased Points are non-refundable unless specifically stated otherwise in this Agreement. When you open an account you authorize Texturebox to charge your credit card, or use other forms of payment methods accepted by Texturebox, for the Fees in accordance with the payment terms (as may be amended by Texturebox from time to time). You are responsible for reviewing the EULA or the Service for any changes in the Fees, Points cost or payment terms etc. If a change is unacceptable to you, you may, as your sole and exclusive remedy, terminate and close your Account as described in the termination section below. You are responsible for paying all applicable taxes (including those taxes and tariffs etc. Texturebox are not required to collect) and for all hardware, software, Internet service costs and other costs you incur to access the Service. Texturebox and its partners reserve the right to change the Fees, the Point costs, the payment terms, any availability of the Texturebox and its services etc. at any time without notice; provided, however, such changes will not affect the Fees paid or Points used and payment terms for any products and services already purchased and paid for in full.
Please note that once you have ordered and paid for the Service, you have started consuming the Service, and you cannot disclaim the ordered Service, paid Points or demand return payment.You agree to fully pay any and all Fees for the Service purchased through your account with any form of payment methods accepted by Texturebox. You are responsible for providing Texturebox with valid credit card information to secure payments. Texturebox reserves the right to cancel any Service ordered if any funds are insufficient, the credit card information you provide is not valid etc. Payments may be processed in cooperation with third party payment service providers. Texturebox and partners may amend the fees and payment terms at any time. All fees are in U.S. Dollars unless otherwise specified. If your purchases etc. are subject to any type of applicable taxes, then Texturebox and partners may also charge you for any such taxes.
9. REFUND POLICY
If a Texturebox Asset does not function properly resulting in that you cannot fully enjoy the Service as reasonably expected and you have notified Texturebox customer support of the malfunction and Texturebox is not able to properly fix the malfunction or provide a replacement Texturebox Asset within reasonable time Texturebox may in its sole discretion offer you a full or partial refund of the Fees paid and/or Points used. Please contact Texturebox customer support at [email protected] for support and/or refund issues.
In consideration of the payment of the applicable Fees and Credits and subject to your compliance with these terms, Texturebox shall provide You with access to the Service and enable You to access and use the Service and the Credits. If Texturebox is unable to process any applicable payment at any time, your access to the Service may be suspended or terminated at Texturebox’s discretion.
Subject to the terms of this Agreement and your continued compliance with the applicable Personal, Indie, Business or Studio License, Texturebox 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.
12. NO RIGHT TO CREATE AND SELL Texturebox AND CUSTOMER ASSETS ON STAND ALONE BASIS
The Service may not be used for creating Customer Assets that are to be sold, leased, licensed or otherwise provided to third parties on a “stand-alone” basis, i.e. You may only use the Service to create Customer Assets for inclusion in your own products and services (i.e. video games etc.). You may not create and sell Customer Assets on its own for re-use by other parties, unless you have received Texturebox’s prior written consent and agree to pay a separate license fee as stipulated by Texturebox. Please contact Texturebox for any inquiries regarding such licensing. Nor may You sell, license or otherwise provide access to Texturebox Assets to third parties on a stand-alone basis.
13. CONSENT TO USE OF DATA
You agree that Texturebox may collect and use technical information and data gathered as part of the support services provided to You, if any, related to the Service and Texturebox may share generic, non-customer specific information with its affiliates and partners but no customer specific data, and not to any other third party. Texturebox, affiliates and partners may use such generic information for various metrics. Texturebox may use this information solely to improve the Service, its products and services or to provide customized services or technologies to the customers and will not disclose this information in a form that personally identifies You, without your consent.
14.INTELLECTUAL PROPERTY RIGHTS
Texturebox owns all right, title, copyright, and other intellectual property rights and interest, including but not limited to all trademarks, service marks, and trade names etc. 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 Agreement; no license, right or interest in any Texturebox patent, trademark, copyright, trade name or service mark is granted hereunder. The Service is licensed, not sold. Except as expressly authorized by Texturebox, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works and/or competing products or services from, or otherwise make unauthorized use of the Service or other Materials. You agree not to assert against Texturebox any claim, action or proceeding for infringement of any patents, patent rights or other intellectual property rights. You are not required to provide any ideas, feedback or suggestions regarding the Service or any of Texturebox’s products or services (collectively, “Feedback”) to Texturebox. To the extent you do provide any Feedback to Texturebox, you agree to assign and hereby do assign all right, title and interest in and to such Feedback to Texturebox and acknowledge that Texturebox 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.
15. USER INTELLECTUAL PROPERTY
By using the Service You may generate Customer Assets. Except for the Texturebox Service materials contained therein, any intellectual property right and title to Customer Assets are Customer intellectual property.
16. LICENSE RESTRICTIONS
You agree not to:
- (i) attempt to reverse engineer, decompile, translate, or disassemble the Service or related software or materials;
- (ii) rent, lease, or transfer the Service, or related software or materials;
- (iii) disclose the results of any performance benchmarks of the Service or related software or materials to any third party without Texturebox ’s prior written consent;
- (iv) use the Service for any illegal purpose;
- (v) use the Service in any manner which violates the rights of a third party, including without limitation intellectual property rights;
- (vi) use the Service in any manner that breaches the EULA; or
- (vii) take any action that imposes an unreasonable or disproportionately large load on the Service, System or servers etc.
You may not without specific prior written consent from Texturebox:
- (i) 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
- (ii) 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.
17. ELECTRONIC COMMUNICATIONS
When you use the Service, or access Texturebox through any Third Party Service Provider or send e-mails to us etc., you are communicating with us electronically. You consent to receiving communications from us electronically and communicate with us electronically. We will communicate with you by e-mail or by posting notices in the Service or by other means Texturebox finds suitable. 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. Your communications will not be stored longer than is necessary for the purposes of performing the Agreement.
18. TERMS AND TERMINATION
The term of this EULA and the license granted herein shall begin on the Start Date, as defined above, and shall be ongoing until terminated. Your license and payment obligations will expire at the end of the current term. Licenses purchased monthly or annually are not renewed automatically. Termination of the EULA will result in your account being deactivated and your Texturebox license being deactivated. Notwithstanding anything to the contrary herein, this EULA shall terminate, upon your failure to comply with or breach of any term or provision of this EULA, and such breach has not been cured within 10 days of notice of breach by Texturebox or any Third Party Service Provider. Upon expiration or termination of this agreement you shall (i) immediately cease use of the Service and (ii) destroy all copies of the Service, plug-ins etc. within your possession and any item containing confidential information, and all of its component parts, within your possession, unless your use is otherwise specifically permitted by Texturebox. If Texturebox terminates the Service, you will not receive a refund of prepaid Fees or purchased Points.
You acknowledge that the 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. For a period of 5 years after expiration or termination of this EULA, you agree that the documentation shall be treated as confidential information. The Service shall be treated as confidential in perpetuity. You agree to take commercially reasonable steps to ensure that confidential information is not disclosed or distributed by you.
20. DISCLAIMER OF WARRANTY
Texturebox will use reasonable efforts to provide You with a service that is fast, reliable and enjoyable. However, Texturebox 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. Texturebox shall have no obligation to correct errors in, provide updates for or otherwise support the service. Texturebox reserves the right to add, modify, or delete its services at any time. You bear the risk of using it. Texturebox does not give any express or statutory representations, warranties, guarantees or conditions. Texturebox 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 Texturebox.
21. LIMITATION OF LIABILITY AND REMEDIES
Under no circumstances including negligence (unless otherwise required by applicable law), shall Texturebox (including breach of any warranty hereunder) be liable for any direct, indirect, punitive, special, incidental, or consequential damages that result from your use of Texturebox 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 Texturebox or a Texturebox authorized representative has been advised of the possibility of such damages. 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 Texturebox 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 Texturebox up to the amount actually paid by You for the service. In no event shall Texturebox’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.In order to be entitled to any indemnification or compensation from Texturebox, subject to clause 22, You must: (i) promptly notify Texturebox in writing of the claims (whether or not litigation or other proceeding has been filed or served); (ii)give Texturebox, at Texturebox’s option and expense, sole control over the defence and/or settlement of the claims; and (iii) at your own expense, You shall cooperate with Texturebox in all reasonable aspects in connection with the defense of any such claim.
Texturebox shall have no liability to You in the event that You have failed to comply with the terms of this Agreement.
Your use of Texturebox constitutes your agreement to defend, indemnify, and hold harmless Texturebox, 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 Texturebox and the rights granted under this Agreement. You agree that Texturebox 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.
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 Istanbul Arbitration Centre (ISTAC). The arbitration must be conducted and held in accordance with and subject to the laws of Turkey, and may be held either in Istanbul or via video conferencing, as agreed between the parties.
You and Texturebox 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.
This Agreement is governed by the federal laws of Turkey. To the extent permitted by law, the state and federal courts of Istanbul and Turkey will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
Texturebox reserves the right, at its discretion, to update or revise the EULA at any time. Texturebox will post such changes in its Texturebox 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 Texturebox and these additional or revised terms will become part of the EULA effective immediately. Please check the Texturebox Service, the EULA or the Website periodically for changes. Your continued use of Texturebox constitutes your binding acceptance of the EULA, including any changes or modifications made by Texturebox as permitted above.
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.
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.
You shall not, without the prior written consent of Texturebox, assign, transfer, or license or deal in any other manner with all or any of Your rights or obligations under this EULA. Texturebox 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 Texturebox 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.
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.