Please read this license agreement carefully. By clicking the "Accept" button below or by downloading or using items provided through Morph3d.com or by downloading or using Morph 3D content provided through other mechanisms, including artist tools and converted content (collectively, the "Content") you (both the individual installing or using the Content and any legal entity on behalf of which such individual is acting) (the "User") accept and agree to all the terms of this license agreement. If you do not agree to these terms, you may not download, install or use the Content.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC COMMUNICATION TO ENTER INTO BINDING CONTRACTS. TO THE EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER THE LAWS OR REGULATIONS OF ANY JURISDICTION WHICH REQUIRES AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS.
If User does not agree to the terms of this Agreement, User must not select the "Accept" button below or download or use Content from Morph 3D.
User hereby indicates User’s complete and unconditional acceptance of all the terms and conditions of this Agreement. This Agreement is effective as of the date upon which User downloads or otherwise accesses the Content. This Agreement constitutes the complete agreement between User and Morph 3D with regard to User’s access, download, and/or use of Content.
For the purposes of this Agreement, "Content": includes the Morph 3D content available for license through the online Morph 3D store and other 3rd party sites or stores which offer Morph 3D content and/or a license to Content owned or licensed by third-party published artists ("PA"). In this Agreement, "Morph 3D Content" shall refer to Content owned solely by Morph 3D or to libraries licensed by Morph 3D; "PA Content" shall refer to Content owned solely by a third-party published artist or to libraries licensed to such third-party published artists, which are brokered or resold by Morph 3D; and "Content" shall refer to both Morph 3D Content and PA Content. Notwithstanding anything to the contrary contained herein, the use of any Content accessed or licensed from the following approved 3rd party sites (the "Approved Sites") shall be governed by the terms and conditions of use for such Approved Sites and not by this Agreement. The current list of “Approved Sites” may be obtained by opening a support ticket with Morph 3D and requesting such a list.
1.0 General License Agreement.
- Content License. Morph 3D grants to User and User hereby accepts, subject to the limitations and obligations of this Agreement, a personal, non-exclusive, non-transferable royalty-free license to use the Content, duly obtained by payment of all applicable license fees, as provided in this Agreement.
- License Fees. User agrees to pay Morph 3D, prior to or concurrent with delivery of the Content, the full license fee for use of the Content. User agrees to pay Morph 3D any and all applicable taxes that are levied in conjunction with the purchase of the license for the Content whenever Morph 3D must collect and/or pay such taxes from or on behalf of User. Furthermore, User agrees to pay Morph 3D all costs, expenses, and attorney's fees expended by Morph 3D in the collection of the license fees and any applicable taxes, whether by filing a lawsuit or through arbitration.
- Title and Ownership. The Content contains copyrighted and/or proprietary information protected by the laws of the United States and/or international laws and treaties. Morph 3D and its library licensors retain all rights in, title to, and ownership of the Morph 3D Content. The applicable third-party published artists and their library licensors retain all rights in, title to, and ownership of the PA Content. Morph 3D gives no rights or warranties with regard to the use of any objects, names, trademarks, service marks, or works of authorship depicted in any Content and User is solely responsible for separately obtaining all such necessary rights or consents that may be required for any particular use of objects, names, trademarks, service marks or works of authorship.
- Restrictions on Copying, reverse engineering, or decompiling. The Content is provided for User's exclusive use. User does not have the right to provide the Content to others in any form or on any media except as set forth in this Agreement. The Content may be copied in whole or in part for User’s exclusive use. Specifically, User may copy the Content onto the storage device of an unlimited number of computers owned or controlled by User. The Content is for User’s exclusive use and no other individual or entity. Each individual must obtain his or her own license to use the Content. User acknowledges and allows that copies of the Content may be made when the Content have been integrated as parts of electronic games and interactive media.
User shall not reverse engineer, decompile, or disassemble Content.
- Additional restrictions. Use of the Content in any of the following ways is not allowed under this Agreement, and would require User to obtain additional rights other than those granted under this agreement:
- Distribution or transfer in any way (including, without, limitation by way of sublicense) other way than as integrated components of electronic games and interactive media.
- Delivery, unlocking, or other methods of availability of Content from User or User’s applications that require an end user to make a financial transaction to either buy access to or use of the content, or which require a financial transaction for some other credit, item, or status which is then used to gain access to or use of the Content other than the initial purchase and installation of such an application made available by User.
- All other rights with respect to the Content and its use are reserved by Morph 3D and its licensors.
Content Creation Tools
- License to use tools. Morph 3D offers for sale a license to Artists Tools which can be used to create and modify content so as to make it work with other content available from Morph 3D. During the period that User has a valid license to use these Artist Tools they may create and modify such content for the use cases outlined below. Content created under this license will continue to benefit from those rights outlined below, regardless of if the User still has a license to the Artist Tools, so long as the User did have a valid license to the Artist Tools at the time that they were used to create or modify the content in question.
- Figure Templates. Along with Artist Tools User will have access to Figure Templates that they can use to fit content that they create onto.
- User Content. Content created by User to work with Figure Templates, but which are their own models that do not include the Figure Templates or any portions or derivative works thereof.
- Converted Content. User Content that is modified via the use of Artist Tools is then considered to be Converted Content.
- Morph 3D tools and Content. Morph 3D retains all rights to Figure Templates, Artist Tools, and any other resources or content made available to User that was delivered by or originated from Morph 3D.
- Converted Content. User retains all rights in, title to, and ownership of the Converted Content that they had to the User Content except as outlined herein.
- Additional rights with Converted Content
- Delivery of any number of pieces of Converted Content over a network connection which adds to the Content and Converted Content available to the application beyond what was shipped or delivered with the application itself, so long as this is done in an application developed by User or User’s employer, and is delivering Converted Content also developed by User or User’s employer. Such Converted Content must not be content that is purchased from, licensed from, or brokered on behalf of Morph 3D or any third-party entity unless allowed by an additional license agreement from Morph 3D.
- Delivery, unlocking, or other methods of availability of Converted Content from User or User’s applications that require an end user to make a financial transaction to either buy access to or use of the content, or which require a financial transaction for some other credit, item, or status which is then used to gain access to or use of the Converted Content other than the initial purchase and installation of such an application made available by User, so long as this is done in an application developed by User or User’s employer, and is delivering Converted Content also developed by User or User’s employer.. Such Converted Content must not be content that is purchased from, licensed from, or brokered on behalf of Morph 3D or any third-party entity unless allowed by an additional license agreement from Morph 3D.
- Restrictions. Morph 3D grants to the User an exclusive, worldwide, and perpetual royalty free license to integrate Converted Content only as incorporated and embedded components of electronic games and interactive media and distribute such electronic game and interactive media. Users may also modify Converted Content for User to incorporate into embedded components of electronic games and interactive media and distribute such electronic game and interactive media. User may otherwise not reproduce, sell, distribute, sublicense, rent, lease or lend the Converted Content. Users shall not be entitled to distribute or transfer in any way (including, without, limitation by way of sublicense) the Converted Content other than as integrated components of electronic games and interactive media or through Morph 3D with Morph 3D acting as a reseller or broker of Converted Content.
- Additional restrictions. Use of the Converted Content in any of the following ways is not allowed under this Agreement, and would require User to obtain additional rights other than those granted under this agreement:
- Using Artist Tools to convert User Content which was not produced by the User into Converted Content.
- Protection and Security. User agrees that the Content is the property of and proprietary to Morph 3D and its licensors, and further agrees to protect the Content and all parts thereof from unauthorized disclosure and use by User’s agents, employees, associates, family members, customers, or any other third party. User shall be exclusively responsible to ensure the selection, supervision, management, control, and use of the Content conforms to all terms of this Agreement.
- Export Restrictions. The Content may be subject to the export controls of the United States Departments of State and Commerce and User agrees to fully comply with all applicable United States export regulations governing export, destination, ultimate end user, and other restrictions relating to the Content.
- United States Government Restrictions Rights. If User is part of any agency, department, or other entity of the United States Government (the "Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Content is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Content is a "commercial item" and "commercial computer software". In accordance with such provisions, any use of the Content by the Government shall be governed solely by the terms of this Agreement.
- Patent Copyright, and Trade Secret Indemnity. User agrees to indemnify Morph 3D and hold Morph 3D harmless against all liability resulting from or related to any claim that (i) any content or work created by User, or (ii) User’s use of any Content, infringes any third-party patent right, copyright or other intellectual property right, or misappropriates, or misuses any trade secret or other proprietary right, or any portion thereof, of any third party.
- Infringement Warranty. Morph 3D warrants to the User that, to the best of its knowledge, the digital data comprising the Morph 3D Content developed and owned by Morph 3D, does not infringe the rights, including patent, copyright and trade secret rights, of any third party, nor was such digital data unlawfully copied or misappropriated from digital data owned by any third party; provided, however, that Morph 3D makes no representation or warranty with respect to infringement of any third party's rights in any image, trademarks, works of authorship or object depicted by such Content or in any Content developed by any of Morph 3D’s licensors.
- Limited Warranty. Morph 3D warrants to the User that, to the best of its knowledge, the digital data comprising the Morph 3D Content developed and owned by Morph 3D, does not infringe the rights, including patent, copyright and trade secret rights, of any third party, nor was such digital data unlawfully copied or misappropriated from digital data owned by any third party; provided, however, that Morph 3D makes no representation or warranty with respect to infringement of any third party's rights in any image, trademarks, works of authorship or object depicted by such Content or in any Content developed by any of Morph 3D’s licensors.
- No other Warranties. Except as expressly provided above, the content and all related documentation are provided on an "as is" and "as available" basis, without warranty of any kind, and Morph 3D hereby disclaims all other warranties, express, implied or statutory, including, but not limited to, any implied warranties of merchantability, non-infringement and fitness for a particular purpose, and any warranties arising from usage of trade or course of dealing or performance. In no event shall Morph 3D or its dealers, distributors, officers, agents, employees, or suppliers be liable for any indirect, incidental, special, punitive, or consequential damages whatsoever, whether based on contract, tort, warranty, or other legal or equitable grounds, including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss, arising out of the use of or inability to use the content, even if Morph 3D has been advised of the possibility of such damages. In addition, in no event shall Morph 3D’s cumulative liability hereunder exceed the license fees paid by user to Morph 3D for licensing the content. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to user.
- No Liability for Hardware. User assumes complete responsibility for all hardware used in conjunction with the Content. Morph 3D shall not be responsible in any way for the non-performance or malfunction of any hardware.
- Termination. Without prejudice to any other rights, Morph 3D may terminate this EULA if User fails to comply with the terms and conditions of this EULA. User may terminate User’s this EULA and User’s license at any time with written or email notice to Morph 3D. Upon termination of this EULA, User shall cease any and all use of the Content, Converted Content, the Artist Tools and any other Morph 3D product provided hereunder.
- Injunctive Remedies. The remedies provided herein shall not be deemed exclusive, but shall be cumulative and shall be in addition to all other remedies provided by law and equity. No delay or omission in the exercise of any remedy herein provided or otherwise available to Morph 3D shall impair or effect Morph 3D's right to exercise the same. An extension of indulgence or forbearance (which must be in writing) shall not otherwise alter or effect Morph 3D's rights or obligations nor be deemed to be a waiver thereof. The parties hereto agree that breach of any provisions of non-disclosure, secrecy, confidentiality, copying, use, protection, and security in this Agreement by User will cause immediate and irreparable damage and injury to Morph 3D. Each of the parties confirms that damages at law may be an inadequate remedy for breach or threatened breach of any such provisions. The parties agree that in such event Morph 3D shall be entitled by right to an injunction restraining the User from violating any of said provisions. User hereby acknowledges that Morph 3D has disclosed or will disclose to User valuable proprietary data set products, which are new and unique and give Morph 3D a competitive advantage in the marketplace; that Morph 3D intends to use such information to expand its business throughout the world; and that a violation of any of the provisions of this Agreement is material and important and Morph 3D shall, in addition to all other rights and remedies available hereunder, at law or otherwise, be entitled to a temporary restraining order and an injunction to be issued by any court of competent jurisdiction enjoining and restraining User from committing any violation of said provisions, and User shall consent to the issuance of such injunction. User acknowledges that the remedies provided for in this Agreement are not injurious to or violative of any public interest or policy, and will not create a hardship greater than is necessary to protect the interests of Morph 3D.
- Arbitration Remedies. Any dispute arising out of or relating to this Agreement, or a breach thereof, shall be determined by arbitration administered by the American Arbitration Association in accordance with its International Arbitration Rules. Any such arbitration shall take place exclusively in Salt Lake City, Utah and the language of the arbitration shall be English. The arbitration shall be conducted by a single arbitrator and the decision of the arbitrator shall be final, conclusive and binding on the parties. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. Morph 3D and User shall each pay one-half of the costs and expenses of any arbitration, and the substantially non-prevailing party, as determined by outcome of the arbitration, shall be liable for both parties’ attorneys’ fees and costs. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive or other equitable relief without breach of this arbitration provision.
- General Provisions.
- Costs and Expenses of Enforcement. In the event of the failure of either party hereto to comply with any provisions of this Agreement, the defaulting party shall pay any and all costs and expenses, including reasonable attorneys' fees arising out of or resulting from such default (including any incurred in connection with any appeal), incurred by the injured party in enforcing its rights and remedies, whether such right or remedy is pursued by filing a lawsuit or otherwise.
- Governing Law. This Agreement and the relationship of Morph 3D and User is governed by the laws of the State of Utah, without regard to its conflict of law provisions and without regard to the United Nations Convention on Contracts for the International Sale of Goods.
- Further Information. Should User have any questions concerning any of the provisions of this Agreement, or if User desires to contact Morph 3D, please write:
Morph 3D, 224 South 200 West, Suite 250, Salt Lake City, UT 84101
- Trademark and Copyright. All Morph 3D products are trademarks or registered trademarks of Morph 3D. All other brand and product names are trademarks or registered trademarks of their respective holders.
- Severability. If any part of this Agreement is found to be unenforceable, the other provisions shall remain fully valid and enforceable. It is the intention and agreement of the parties that all of the terms and conditions hereof be enforced to the fullest extent permitted by law.
- Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by User, but may be assigned by Morph 3D without restriction.
- Statute of Limitations. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or User's use of the Content must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Please feel free to contact us with any questions:
224 S 200 W, Suite #250
Salt Lake City, UT 84101