3D Avatar Store End User License and Seller Agreement

INTRODUCTION

Welcome to the 3D Avatar Store. The 3D Avatar Store, (henceforth referred to as “3DAS” within this document) is an online destination providing products and services of interest to consumers, animators, and professional media and software developers. We are focused on providing automated, nearly instantanious, photo-real 3D Avatar creation for consumers to learn and play with animation as well as for professional media productions in the Film, Commercial, and Interactive Media fields, enabling the creation of Personalized Media.

The following describes the terms 3DAS offers you access to our Website and related Services. By visiting 3DAS, making purchases, or using any of our related Services, you agree to the following terms and conditions.

3D Avatar Store LLC operates www.3d-avatar-store.com (henceforth referred to as "Website"). The terms and conditions set forth herein (the "Terms") constitute a legally binding agreement between 3DAS and you ("You" or "Your") regarding the terms on which 3DAS offers You access to its Website and related Services. Your use of the Website or Service constitutes acceptance of these Terms.

I. DEFINITIONS

1. "Website" and "Web Service" refer to the web site at www.3d-avatar-store.com, the web APIs available through www.3d-avatar-store.com, as well as any libraries or SDKs providing our technology, either through web API communications with www.3d-avatar-store.com or by embedding an implementation of our technology directly.

2. "Content" refers to any material published at 3DAS including but not limited to images, text, materials, scripts, shaders, 2D and 3D geometry and shapes, 3D models, multi-component models such as combinations of geometry / material / texture / rigging / motions / shaders / lighting setups and other combinations that together can be expressed as a “model” of “something”, procedures, textures, HDR panoramas, camera and object motions, video/film clips in compressed, uncompressed and individual image sequence formats, software APIs, software plug-ins, software applications, software patches and modifications, collections of information, collections of products, tutorials, our custom user interface, all pages and elements of the 3DAS Website, frequently asked questions, any words, any audio, and any distinctive workflow of using the features of the Website or Web Service.

3. "For Sale" includes all Content that requires a purchase of license rights, as distinguished from Content available for free download or free access.

4. "Incorporated Content" refers to Content that cannot be extracted from an application or product and used as stand-alone Content without the use of reverse engineering tools or techniques. For avoidance of doubt, Incorporated Content is the use of Content that is not intended to allow further distribution of the Content outside of the application or product containing the Incorporated Content.

5. "Member" refers to any person or entity that makes a purchase at the Website, and in doing so creates a user account at the Website. "Member" can also refer to any person or entity that creates an account at the Website for the purpose of selling products through the Website. “Member” also refers to any person or entity who registers to create an account at the Website with or without making any purchase, or with or without intention to sell products, as well as any person or entity who obtains login capability to the Website via 2nd or 3rd party registrations on their behalf.

6. "Service" refers to transmission, license, or purchase of Content to and from 3DAS via the 3DAS Website, Client Software, or any approved web portal either currently in existence or in the future.

7. "Valid Sale" refers to a sale of license rights in Content or other property via 3DAS, where the appropriate share of proceeds is received by a Seller who published the Content. Content For Sale via 3DAS, which is returned, is not an example of a Valid Sale.

8. "Seller" refers to any submitting individual or entity that publishes Content through the Website, Client Software or web portal under the partial or complete control of 3DAS.

II. LICENSE AGREEMENT BETWEEN SELLER AND MEMBER

A. License Grant for transmission of Content from Seller to Member

For any transmission of Content from a Seller to another 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 area provided by 3DAS for custom license terms:

1. Ownership.

Unless explicitly provided for in custom license terms set forth in the area provided by 3DAS and which must be subject to acceptance by Member before or at the point of sale, the Seller retains, subject to any license agreement between the Seller and 3DAS, copyright in Content purchased or downloaded by any Member via 3DAS. In using the 3DAS systems or Website, you agree that any additional EULA, license, custom license, or Seller requirements inserted into Seller products in any area outside the areas explicitly provided by 3DAS are invalid, void ab initio, and without effect as they relate to those purchases effective January 1st, 2013.

2. Valid License.

Any license rights relating to Content For Sale via 3DAS are contingent upon the transfer of money from the Member to the Seller. All license rights terminate immediately and without notice if a sale is reversed for any reason.

3. Rights Granted.

For any Sellers who provide 3DAS with any type of Content for free distribution or sale, the following terms apply:

Seller hereby grants to 3DAS, and by the act of delivering Content to us, grant a non-exclusive, worldwide, license in any medium now known or hereinafter invented to: (a) reproduce, set prices for, sell, and distribute net proceeds from any sale, in whole or in part on Seller’s behalf; and to publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; (b) create and use samples of the Content for the purpose of demonstrating or promoting Seller products or services or those of 3DAS; (c) use any trademarks, service marks or trade names incorporated in the Content in connection with Seller material; and (d) use the name and likeness of any individuals represented in the Content only in connection with Your material.

The Seller grants to the Member who either purchases license rights to Content via a Valid Sale, or downloads freely available Content submitted by the Seller, a non-exclusive, worldwide, license in any medium now known or hereinafter invented to: (a) reproduce, post, promote, license, sell, publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; (b) use any trademarks, service marks or trade names incorporated in the Content in connection with Seller material; and (c) use the name and likeness of any individuals represented in the Content only in connection with Your material. The Member license to Content in this paragraph is limited to Incorporated Content. Such use or republication, including sale or distribution of Content that is not Incorporated Content is prohibited. For illustration, approved distribution or use of Content as Incorporated Content includes, but is not limited to:

(i) As rendered still images or moving images; resold as part of a feature film, video or still image advertisement, on air  or cable or Internet broadcast, or incorporated as a rendered still element or moving element within web or software interfaces.

(ii) As purchased by interactive media creators as part of an interactive media expression, if the Content is contained inside a secure format and displays inside the interactive media during user operation of said interactive media such that the purchased item cannot be downloaded or used outside the original interactive media. Additionally, 3DAS purchases cannot be re-packaged as goods for sale or rent via real or virtual currency within interactive media.

 (iii) As Content published within a book, poster, t-shirt or other physical, tangible item.

(iv) As part of a physical object such as a toy, doll, or model as long as that toy, doll or model is not simply a 3DAS product realized as a physical item.

Special Restrictions for editorial Content.  In addition to the restrictions above, certain Content is marked “editorial” and has additional license restrictions.  Members may only use Content marked “editorial” for legitimate, editorial purposes on some issue of journalistic, editorial, cultural or otherwise newsworthy value.  Editorial uses include use of the Content in a news program, news-related website, or news-related video media.  Member understands and agrees that this Content may contain material that is not released from its rights holders.  These restrictions do not apply if you otherwise have all the intellectual property rights necessary for your intended use (such as a company purchasing its own products, authorized advertising agencies, or licensees).  The burden is on each user to confirm it has any rights outside of the editorial restrictions.

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 and remain the property of Seller.

5. Resale.

The resale or redistribution by the Member of any Content obtained from 3DAS, whether For Sale or freely available for download, whether part of a Valid Sale or not, is expressly prohibited unless it is Incorporated Content as described above.

6. Returned Content.

In the event a Member returns any Content, whether acquired by Valid Sale or freely available for download, all license rights granted herein terminate and the Member must immediately destroy any and all copies contained on any type of media under the control or possession of the Member.

B. GENERAL TERMS

In addition to the above terms that apply to certain contexts, the following terms apply to all types of Content.

1. Ownership.

Seller retains ownership of the copyrights and all other rights in Seller Content, subject to the non-exclusive rights granted to us under this agreement. Seller is 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. 3DAS 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. Either party upon written notice via email or regular mail may terminate this agreement at any time. Nothing in this agreement shall be construed to mean that a Seller may not submit or delete Content from the material submitted by such Seller as part of general maintenance of such Seller’s account.

3. Representations and Warranties.

Seller represents and warrants that: (a) the Content is Your original work, and contains no copyrighted material of any kind that Seller is not the exclusive owner of, including but not limited to: audio and/or synchronization rights, images (moving or still) of any kind, writings of any kind, and model clearances/releases; (b) Seller has 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) the Content does not contain any material that, as a condition of use, requires additional license restrictions such as requiring the publication of source code or Content that limits commercial exploitation of Incorporated Content; and (h) all factual assertions that Seller has made and will make to us are true and complete. Seller agrees 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.

3DAS implements and maintains business practices that enable us to accurately categorize Content that Sellers deliver to us. If 3DAS makes an error in good faith, however and consequently exceed our license rights, Seller’s sole and exclusive remedy will be for us to take all reasonable steps to promptly correct the error as soon as 3DAS becomes aware of the error.

5. Royalty Payments & Commission.

Seller will be entitled to a royalty of 50% (unless otherwise specified) of all proceeds from the Valid Sale of Seller’s wholly owned Content. The remaining 50% of all proceeds from Valid Sales’ is deducted by 3DAS as a commission.

In the case of products created in cooperation with the owners of 3DAS, a separate royalty agreement may be in place governing the revenue split from the Valid Sale of Seller’s jointly owned Content. In such situations of Valid Sales of partially owned content, royalty percentage can be calculated via the following formula: Seller’s Ownership Percentage * 50% = Seller’s revenue percentage. Note that in all situations where a product is created in cooperation with the owners of 3DAS, the separate royality agreement, the ownership percentage and therefore the revenue split for the Valid Sale of Seller's jointly owned content must be specified in writing prior to, or at the same time, as the product is transferred to 3DAS staff or Website for placement on the Website as a purchasable or freely downloadable product. Additionally, this stipulation of Seller's Ownership Percentage is a single, unchangable percentage. If a product is owned by multiple parties in addition to 3DAS, that ownership is expressed as the sum of ownership percentages other than 3DAS. Any revenue sharing between the parties other than 3DAS is solely the responsibility of the other parties, and in no manner is 3DAS responsible for the lack of destribution of revenue shares between the other parties sharing ownership of said product. When a Seller's Ownership Percentage is stipulated, that stipulation designates the product as jointly owned between 3DAS and the Seller, that stipulation is subject to verification by 3DAS prior to acceptance and placement into the Website, and this Ownership Percentage is unchanging, unless 3DAS chooses to purchase the product's complete ownership rights from Seller.

In all situations, the remaining percentage of all proceeds from the Valid Sale of Content is deducted by 3DAS as a combination of commission and partial owners’ royalty.

Seller hereby authorizes 3DAS to collect and distribute such royalties and commissions.  

All royalty payments paid to Sellers are paid monthly.

6. Confidential Marketplace Information.

As part of Seller’s participation in 3DAS, Seller may have access to certain reports, records, and other business information available only to Sellers. Such information is the confidential information of 3DAS and should be treated as confidential. Seller should not disclose such confidential information and should use reasonable physical and electronic security measures to safeguard such confidential information.

III. 3DAS PRODUCTS, 3DAS SERVICES, 3DAS WEBSITE AND 3DAS CLIENT SOFTWARE END USER LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE 3DAS WEBSITE AND/OR A 3DAS CLIENT SOFTWARE OR SERVICE, WHICH CAN BE DOWNLOADED FROM THE 3DAS WEB SITES OR AN AFFILIATE’S SITE, ALONG WITH ANY ACCOMPANYING DOCUMENTATION, AND THE TERMS AND CONDITIONS OF THE 3DAS SERVICES.

YOUR USE OF 3DAS SERVICES MEANS THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS YOU SHOULD NOT USE THE 3DAS SERVICES. BY INSTALLING, DOWNLOADING, COPYING 3DAS CLIENT SOFTWARE, OR OTHERWISE USING 3DAS 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 3DAS CLIENT SOFTWARE OR 3DAS SERVICES.

1. LICENSE TO 3DAS PRODUCTS, 3DAS SERVICES, 3DAS WEBSITES AND 3DAS CLIENT SOFTWARE.

The 3DAS Products, 3DAS Services, Client Software, Websites and Web Services are copyrighted and protected by law and international treaty. You may download 3DAS Products, Client Software and access the 3DAS Website and Web Service through an Internet connection via a web browser or other Internet communications interface to any number of computers or computational devices and use 3DAS Products, 3DAS Software, 3DAS Website and 3DAS Web Service for nearly any purpose, with exceptions of use including but not limited to resale of 3DAS Products, reverse engineering of 3DAS Software, or otherwise accessing the 3DAS Website or Web Service in any manner deemed contrary to its intended purpose or harmful to the continued existance or profitability of 3DAS. Note that 3DAS although the resale of 3DAS Products is prohibited, we allow the resale of access to 3DAS Products within the context of media or software experiences where 3DAS Products are incorporated into the media in a manner that 3DAS Products cannot be exported or retrieved from the media and accessed outside of the media. Examples of such allowed usage include but are not limited to 3DAS Products embedded into still imagery, linear video, interactive video, video games, professional and consumer apps and professional and consumer software. As long as the 3DAS Products are embedded in such a manner that they cannot be removed and used independantly by the typical consumer of your product, the usage is allowed. This is a license, not a transfer of title, and You may not nor permit anyone else to (a) modify the Website or 3DAS Client Software or use either 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 3DAS Client Software, Website, Services or the associated documentation in whole or in part; (c) remove any copyright or other 3DAS proprietary notices; (d) transfer the 3DAS Client Software to another person; (e) mine, hack, spider, or survey the Website, 3DAS Client Software, or Services; (f) use the Services for market research, including buying an item you post or similar activity; (g)  copy any proprietary information or ideas; (h) transmit spam, bulk or unsolicited communications; (i) pretend to be 3DAS or someone else, or spoof 3DAS's or someone else's identity; (j) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (k) misrepresent Your affiliation with a person or entity; (l) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website or Client Software; (m) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; (n) collect or store personal data about other users unless specifically authorized by such users; or (o) collect or store Website or Client Software data for any other purpose except as explicitly allowed herein.  

You agree to prevent any violations of these Terms, including the licensing terms for the 3DAS Client Software, Website, or Services.  Any violation of Terms, including the licensing terms above can lead to account cancellation and a revocation of all licenses.

2. OWNERSHIP.

The 3DAS Client Software and all 3DAS information on the Website is copyrighted proprietary material of 3DAS and may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without 3DAS's prior written permission. Except as expressly provided herein, 3DAS and its suppliers do not grant any express or implied right to You under any patents, copyrights, trademarks, or trade secret information of 3DAS or its suppliers.

3. ACCOUNT INFORMATION.

In consideration of Your use of 3DAS Products, 3DAS Services, Client Software, Website or Web Service, You agree to: (a) provide accurate, current, and complete Member account information about You as may be prompted by the registration and/or login form on the Website (the "Registration Data"); (b) maintain the security of Your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to 3DAS, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with 3DAS Products, 3DAS Services, the Client Software, Website and Web Service.

4. FORUMS AND POSTINGS.

You are entirely responsible for all Content that You upload, post or otherwise transmit via the Client Software or Website. You must at all times comply with the Forums Code of Conduct. In addition to the Code of Conduct, and without limiting same, You agree not to upload, post or otherwise transmit via the Client Software or Website Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to 3DAS or other users of the Website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. 3DAS reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements.

You agree that for Content posted on the Website Forums, 3DAS shall be free to use or disseminate such Content on an unrestricted basis for any purpose, and You grant 3DAS and all other users of the Website an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish such Content (including in digital form). You represent and warrant that You have proper authorization for the worldwide transfer and processing among 3DAS, its affiliates, and third-party providers of any information that You may provide on the Website.

5. CONTENT SUBMITTED TO 3DAS.

3DAS does not claim ownership of the Content You place on the Website or sell through the Client Software and shall have no obligation of any kind with respect to such Content. Any Content You provide in connection with this Website or sell through the Client Software shall be deemed to be provided on a nonconfidential basis.

6. TERMINATION OF THIS LICENSE.

3DAS may terminate this license at any time if You are in breach of these terms and conditions of use, as judged in its sole discretion. Termination of this license is in addition to its other rights and remedies available at law or equity and those rights are reserved.  Upon such termination You must agree to immediately destroy all copies of the 3DAS Client Software and all of its accompanying documentation.

IV. GENERAL TERMS APPLICABLE TO ALL MEMBERS, SELLERS, AND OTHER PARTIES USING 3DAS IN ANY WAY

1. INDEMNITY.

You agree to indemnify and hold 3DAS and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, employees and representatives ("3DAS Parties") harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to, or arising out of Your Content, Your use of or connection to the Website (including any use by You on behalf of Your employer), Your use of the 3DAS Client Software, Your violation of the Terms, or Your violation of any rights of another.

2. MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS.

3DAS reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to them, with or without notice. 3DAS may also delete, or bar access to or use of, all related information and files. 3DAS will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information. 3DAS may amend these Terms at any time without notice, as all terms and conditions will be posted on this URL and should be consulted by You prior to use.

3. DISCLAIMER OF WARRANTIES.

YOUR USE OF THE WEBSITE AND THE 3DAS CLIENT SOFTWARE ARE AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE AND CLIENT SOFTWARE, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED ABOVE), ARE PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. 3DAS DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. 3DAS MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE OR CLIENT SOFTWARE.

3DAS MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE OR CLIENT SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR USE OF CLIENT SOFTWARE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE OR WITH THE CLIENT SOFTWARE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE OR CLIENT SOFTWARE WILL BE CORRECTED.

3DAS MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED IN CONJUNCTION WITH ANY CONTENT PUBLISHED AT 3DAS. 3DAS WILL NOT BE LIABLE TO A 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 3DAS WEBSITE, THE 3DAS CLIENT SOFTWARES OR ANY CONTENT PUBLISHED AT 3DAS, WHETHER FRAMED AS A BREACH OF WARRANTY, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE.

3DAS DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SPECIFICATIONS ASSOCIATED WITH THE CONTENT, INCLUDING BUT NOT LIMITED TO, MEASUREMENTS, WEIGHT, DURABILITY, STRENGTH, MATERIALS, GENERAL PHYSICAL PROPERTIES, GENERAL CHEMICAL PROPERTIES, REGULATORY COMPLIANCE, OR OTHER ENGINEERING OR CONSTRUCTION ATTRIBUTES.  

YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF THE WEBSITE OR CLIENT SOFTWARE OR BY OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

4. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE 3DAS PARTIES SHALL NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE CLIENT SOFTWARE OR WEBSITE, EVEN IF THE 3DAS PARTIES HAVE 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), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE CLIENT SOFTWARE OR WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE CLIENT SOFTWARE OR WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.

TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

5. OTHER TERMS GENERALLY APPLICABLE TO ALL.

A. The Terms constitute the entire agreement between You and 3DAS relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by an authorized 3DAS representative. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use 3DAS or third-party products or services.

B. You agree that any material breach of these Terms will result in irreparable harm to 3DAS for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, 3DAS 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 3DAS seeks such an injunction.

C. Services, Content, and product derived or obtained from this Website 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: (a) obtain any export, re-export, or import authorizations required by U.S. or Your local laws; (b) not use Services, Content, or direct product from this Website to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct product from this Website to prohibited countries and entities identified in the U.S. export regulations.

D. You agree to refrain from the practice commonly referred to as "deep linking" whereby You use the Content from 3DAS with any other web site via active linking or data mining.

E. This agreement will be governed by California 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 Los Angeles, California, 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).

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

    3D Avatar Store LLC
    c/o Customer Support
    13750 Erwin Street
    Van Nuys, CA 91401 USA

G. 3DAS reserves the right to change the terms of this agreement with or without notice at any time.

H. 3DAS Seller 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 3DAS.