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END USER LICENSE AGREEMENT

Latest Revision: February 2024

This Studio License Agreement ("Agreement") constitutes a binding legal contract between you (hereafter referred to as "Licensee," "you") and Sierra Division LLC, a Limited Liability Company ("Company"), concerning the use of Sierra Division's Art Assets provided under the terms herein. By accepting this Agreement electronically, you agree to adhere to its terms and conditions.

LICENSE GRANT

Provided that you adhere to the stipulations of this Agreement, the Company confers upon you a constrained, revocable, non-exclusive, non-transferable, non-sublicensable, global, royalty-free license and right to:

  • Install and utilize any form of digital content purchased through our site or our products including but not limited to, 3D Models, Environments, Textures, Custom MDL Materials, Tutorials, Breakdowns, Photography and images (such as .jpg, .png, .tga, .exr), provided as Reference or Photogrammetry Images, Unreal Engine Assets, Unity Assets, Omniverse and .USD Assets, Zbrush Files, Substance Painter Smart Materials, Alphas, Software Specific Brushes and Tools, or any similar and related content used for digital artwork purchased through our online stores. Herein after referred to as ("Art Assets")

  • Install and utilize the Art Assets on the number of devices (user licenses) as specified in your order solely for developing or creating audio-visual works ("Works").

  • You may alter any source code provided with the Art Assets to integrate it as part of your Works.

  • You are permitted to replicate components of the Art Assets ("Distributable Code") strictly for embedding within your Works.

This license is revocable only if you materially breach the terms of this Agreement.

LICENSE TERMS

The type of license purchased by the Licensee dictates the scope of installation and usage rights. These rights are confined strictly to the category of the license acquired, as detailed herein.

INDIVIDUAL - SINGLE USER LICENSE

The Individual - Single User License authorizes the storage and use of the Art Assets for the sole use of a single individual. The said asset must not be stored on, or accessed via, a company server and is not considered a floating license (floating license refers to the use of the Art Assets by multiple users at different times). This license is intended solely for freelance project use and is not to be utilized within a studio environment or on behalf of any entity other than the individual Licensee. Any use contrary to these stipulations will constitute a material breach of this Agreement. Refer to the "Usage Restrictions" section below for further details.

INDIE STUDIO - YEARLY REVENUE UNDER $400,000

The Indie Studio License authorizes the storage and use of the Art Assets on a company server, exclusively for studios with an annual revenue not exceeding USD 400,000 or a maximum of up to ten (10) user licenses, whichever threshold is met first. Studios that exceed either the specified revenue cap or the user license limit are required to select the license that meets your studio specific needs. Any use contrary to these stipulations will constitute a material breach of this Agreement. For additional information, please see the "Usage Restrictions" section below.

COMMERCIAL LICENSE - YEARLY REVENUE UNDER $2,000,000

The Commercial License authorizes the storage and use of the Art Assets on a company server, exclusively for studios with an annual revenue not exceeding USD 2,000,000 or a maximum of up to thirty (30) user licenses, whichever threshold is met first. Studios that exceed either the specified revenue cap or the user license limit are required to select the license that meets your studio specific needs. Any use contrary to these stipulations will constitute a material breach of this Agreement. For additional information, please see the "Usage Restrictions" section below.

ENTERPRISE LICENSE

Entities or users not encompassed by the aforementioned licensing terms are invited to contact Sierra Division for tailored and customized licensing solutions at licensing@sierradivision.com

 

Please refer to the Usage Restrictions of this Agreement for further licensing conditions.

USAGE RESTRICTIONS

Under this Agreement, you are prohibited from engaging in the following actions, except as explicitly authorized herein or to the extent that any such restriction is deemed invalid under relevant law or is otherwise expressly permitted despite such restrictions by statutory provisions:

  • Engaging in the production, conceptualization, or creation of any works other than the Content as defined herein;

  • Decompiling, disassembling, reverse engineering, or attempting in any other manner to derive or discern the source code, foundational ideas, methodologies, or algorithms contained within the Art Assets or any of Sierra Division's existing or future products and services, collectively referred to as "Company Products," unless such actions are expressly allowed by law;

  • Distributing, vending, leasing, renting, loaning, or offering the Art Assets through a service bureau, or sublicensing any component thereof to any third party, except as explicitly stated in this Agreement or as required for the lawful distribution of the Content;

  • Concealing, modifying, or removing any notices of proprietary rights or confidentiality labels affixed to the Art Assets or associated materials provided by the Company;

  • Fabricating any software that hinders or deteriorates the interoperability of applications designed by third parties with the Art Assets or the Company Products;

  • Exploiting the Art Assets to construct, forge, or employ any software or program that:

    • Is designed to disrupt, damage, or perform unauthorized interception of any system, data, or personal information through malicious software such as viruses, Trojan horses, worms, time bombs, or cancelbots;

    • Impairs the functionality of any computer hardware or software; or

    • When utilized as designed, contravenes any significant legal statute, ordinance, or regulation, including, but not limited to, those governing export control, unfair competition, anti-discrimination, or deceptive advertising.

Your utilization of the Art Assets is confined strictly to the purposes and manner outlined within this Agreement.

SUPPORT TERMS

This agreement does not entitle you to any maintenance, support, or subscription services for the Art Assets, nor for any services related to it from the Company, unless such provisions are explicitly stated herein or arranged through another written contract between you and the Company.

NO WARRANTIES

Sierra Division provides the Art Assets on an "AS IS" basis. Neither Sierra Division nor its affiliates and licensors give any warranties of any kind to you, whether they be express, implied, statutory, or communicated in any manner. Sierra Division expressly disclaims all implied warranties including, but not limited to, warranties of merchantability, non-infringement, and fitness for a particular purpose. Sierra Division does not guarantee that the Art Assets will function without interruption or errors, nor that any errors in the Art Assets will be corrected. There is also no warranty from Sierra Division as to the correctness, accuracy, or reliability of the Art Assets and any accompanying documentation.

The exclusion of implied warranties is not permitted in some jurisdictions, therefore the aforementioned disclaimer may not be applicable to you.

TRADEMARKS AND PROMOTIONAL USE

You are permitted to state that your Content is crafted using "Sierra Division Content." In any promotional materials, including press releases concerning the Content that reference Company and its Company Products, you must acknowledge Sierra Division as the source of the Company Products. Aside from such specified instances, the use of "Sierra Division" or any other trademarks owned by the Company in conjunction with your Content, enterprise, or within any URL, product names, service designations, or logos devised by you is prohibited unless established through a separate, expressly written agreement with the Company. Under no circumstances may the Company's trademarks, registered or otherwise, be employed in a manner that suggests sponsorship, affiliation, or endorsement by the Company of the Content.

Your utilization of the Company's name under this Agreement does not confer upon you any ownership, rights, or interests in the Company's name or trademarks. All goodwill associated with your use of the Company's name shall accrue exclusively to the Company's benefit.

INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

The Company, along with its licensors, maintains exclusive ownership of all rights, title, and interest in the Art Assets and the Company Products, encompassing all copyrights and other forms of intellectual property contained therein. The Art Assets is safeguarded by copyright legislation in the United States, international treaties, and other applicable legal statutes. This Agreement does not grant any licenses or rights by implication, and all rights not explicitly conferred herein are preserved by the Company. You are welcome, though not obliged, to offer feedback, comments, and suggestions ("Feedback") to the Company. You recognize that the Art Assets and the Company Products incorporate confidential proprietary information and trade secrets, and that any unauthorized or improper use thereof could cause the Company and its licensors irreparable damage, for which monetary compensation would be insufficient, thereby entitling the Company and its licensors to immediate court-ordered relief. You hereby provide the Company with a non-exclusive, perpetual, irrevocable, royalty-free, transferable, sublicensable, global license to utilize, reveal, and deploy any such Feedback under all intellectual property rights for any purpose.

You and your licensors shall continue to possess all rights, title, and interest in the Content you create, including all copyrights and other intellectual property rights.

The Company reserves the prerogative to feature distinguished users of the Art Assets in the Company's professional portfolio, website, exhibitions, design periodicals, and other media or displays for the purposes of acknowledging creative distinction or advancing professional reputation.

This Agreement does not restrict the Company or its affiliates from legally developing, independent of any Confidential Information you provide, products or services that may compete with the Content.

EQUITABLE RELIEF FOR BREACH

You acknowledge that the Art Assets and the Company’s proprietary products embody valuable confidential information and trade secrets that are vital to the Company's business interests. You recognize that any unauthorized or improper use of the Art Assets or Company’s products constitutes a material breach of this Agreement, and such breach will cause substantial and irreparable harm to the Company. Due to the nature of this harm, it would be difficult to quantify the resultant damages accurately.

Accordingly, in the event of a material breach or a credible threat of such a breach, the Company shall be entitled to seek and obtain immediate equitable relief, including but not limited to an injunction, as necessary to prevent or curtail any such unauthorized or improper activity. This right to seek equitable relief is in addition to, and not in lieu of, any other remedies available to the Company under this Agreement or under law. The Company shall not be required to post a bond or any other security in connection with the granting of such equitable relief.

OBLIGATIONS AND WARRANTIES

You are required to adhere to all commitments outlined in this Agreement, and you hereby make the following warranties and agreements:

1. Capacity and Authority: If you are an individual, you affirm that you are at least 18 years of age and possess the legal capacity and authority to enter into this Agreement. If you are entering into this Agreement on behalf of a company or organization, you affirm that you have the legal authority to bind said company or organization to the terms and conditions herein.

2. Use of Art Assets: You agree to use the Art Assets solely as outlined in the accompanying documentation and strictly in accordance with the license terms specified in this Agreement.

3. Compliance with Laws: You warrant that your use of the Art Assets, as well as the marketing, sale, and distribution of your Works, shall fully comply with all applicable local, state, national, and international laws and regulations, including but not limited to all U.S. and international export and re-export restrictions that apply to the technology and documentation provided under this Agreement. This includes adherence to all applicable privacy and data security laws and regulations.

4. Prohibition on Unlawful Content: You agree not to create, develop, or distribute any Content that is unlawful, facilitates the commission of a crime, or is otherwise tortious or illegal.

These representations and warranties are fundamental elements of this Agreement and the Company relies on them in entering into this Agreement with you.

CONFIDENTIALITY OBLIGATIONS

You hereby agree to maintain the confidentiality of any proprietary information disclosed to you, either in the course of or prior to the execution of this Agreement. This includes, but is not limited to, the Art Assets and any other non-public technical and business information that, under the circumstances of disclosure, would reasonably be considered confidential or proprietary (“Confidential Information”). You shall uphold the confidentiality of such information for a period of five (5) years following the termination of this Agreement. This obligation of confidentiality does not extend to information that is public knowledge or independently developed by you.

Your use of the Confidential Information is limited solely to the performance of your obligations and exercise of your rights under this Agreement. You shall exercise due diligence and care in protecting the Confidential Information from unauthorized use and disclosure, employing at least the same degree of care that you use to protect your own confidential information, but in no event less than reasonable care.

Notwithstanding any other provisions of this Agreement, the Company shall have the unrestricted right to utilize, for any purpose, including but not limited to the development, production, marketing, and maintenance of the Company’s products, the Residuals resulting from your lawful access to or work with the Confidential Information. For the purposes of this Agreement, “Residuals” shall mean information in a non-tangible form retained in the unaided memory of individuals who have rightfully accessed the Confidential Information, including, but not limited to, any ideas, concepts, know-how, or techniques contained therein. The Company is not obligated to limit or restrict the work assignments of its employees, consultants, or contractors who have access to the Confidential Information.

INDEMNIFICATION

You hereby agree to defend, indemnify, and hold harmless Sierra Division, along with its directors, officers, employees, affiliates, and agents, from and against any and all claims, losses, damages, liabilities, and expenses (including, but not limited to, reasonable attorney's fees and costs) arising out of or in connection with your use, modification, distribution, or any other engagement with the Art Assets and/or Content provided under this Agreement. This indemnification obligation shall cover, without limitation, any breach or alleged breach of your warranties, representations, or obligations as set forth in this Agreement.

TERM AND TERMINATION

The validity of this Agreement is sustained as long as you adhere to the stipulations contained herein and shall persist until termination is enacted. You or Sierra Division may dissolve this Agreement at any given time for any reason, provided that the Art Assets or the license has not been prepaid. Upon termination, you are compelled to delete all instances of the Art Assets that are in your possession or under your control. The provisions detailed under Confidentiality, Indemnification, No Warranties, Limitation of Liability, and General within this Agreement shall continue in full force notwithstanding the cessation of this Agreement.

LIMITATION OF LIABILITY

Sierra Division along with its affiliates and licensors shall incur no more than $500 in total aggregate liability for damages under this Agreement. Under no circumstance shall Sierra Division or its affiliates and licensors bear responsibility for any incidental, consequential, indirect, special, or punitive damages, including but not limited to lost commercial profits, or any form of liability or harm to third parties, whether such scenarios were anticipated or not, and irrespective of whether Sierra Division or its affiliates and licensors have been made aware of the potential for such damages.

The limitations of liability for incidental or consequential damages are not recognized in some jurisdictions, thus the limitations as stated may not be applicable to you.

U.S. GOVERNMENT-RESTRICTED RIGHTS

The Art Assets and related documentation are classified as "commercial computer software" and "commercial computer software documentation," in alignment with DFAR Section 227.7202 and FAR Section 12.212, as applicable. The utilization, modification, reproduction, release, performance, display, or disclosure of the Art Assets and any related documentation by any agency or branch of the U.S. Government shall be regulated exclusively by the stipulations of this Agreement and is forbidden except to the degree explicitly allowed under the terms of this Agreement.

EXPORT RESTRICTIONS

You are prohibited from downloading, exporting, or re-exporting the Art Assets to any country or region or individual that is subject to United States embargo, or that has been designated by the United States government as a "terrorist supporting" country, or to any individual on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List or Entity List. By downloading or using the Art Assets, you declare and guarantee that you are not situated in, under the jurisdiction of, or a citizen or resident of any such country or on any such list.

GENERAL

This Agreement shall be interpreted and governed in accordance with the laws of the United States of America and the State of California, disregarding any principle of conflicts of law. Should any contention or claim arising out of or in connection with this Agreement occur, you and Sierra Division agree to submit exclusively to the jurisdiction of the state and federal courts located within San Diego, California.

This document constitutes the sole and entire Agreement between you and Sierra Division with regard to the Art Assets and any accompanying documentation, superseding all prior or contemporaneous understandings, communications, and proposals, whether electronic, oral, or written. In the event any provision of this Agreement is determined to be unlawful or unenforceable, such provision shall be severed from this Agreement; however, the remaining provisions will continue to be valid and enforceable to the fullest extent permitted by law. The omission to exercise any right under this Agreement shall not operate as a waiver of such right or any other right.

SEVERABILITY

Should any term of this Agreement be deemed invalid or unenforceable in whole or in part for any reason, such invalidity or unenforceability shall not affect the remaining parts of that term or any other terms of this Agreement, all of which will remain in full force and effect. Sierra Division's failure to enforce at any time any of the provisions of this Agreement will not be construed as a waiver of the right to enforce such provision thereafter. Moreover, a waiver by Sierra Division of any breach or default of this Agreement does not constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

CORRESPONDENCE AND NOTICE

For inquiries or communications pertaining to this Agreement, or for any other reason necessitating contact with Sierra Division, please direct your correspondence to the following email address: contact@sierradivision.com. Our address for legal notices is:
 

Sierra Division LLC

4023 Kennett Pike Suite 50598

Wilmington, DE 19807

USA

ENTIRE AGREEMENT

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.

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