End User License Agreement

This Studio License Agreement (“Agreement”) constitutes a binding legal contract between you (hereafter referred to as “Licensee,” “you”) and Sierra Division, Inc. (“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.

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.

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.

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

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:

• ·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 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 or employ any software designed to disrupt, damage, or perform unauthorized interception of any system, data, or personal information through malicious software; impair the functionality of any computer hardware or software; or contravene any significant legal statute, ordinance, or regulation.

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

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.

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.

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 the Company and its products, you must acknowledge Sierra Division as the source. Aside from such specified instances, the use of “Sierra Division” or any other trademarks owned by the Company in conjunction with your Content or enterprise is prohibited unless established through a separate, expressly written agreement with the Company. Under no circumstances may the Company’s trademarks be employed in a manner that suggests sponsorship, affiliation, or endorsement by the Company.

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.

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 are 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 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, and other media for the purposes of acknowledging creative distinction or advancing professional reputation.

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 constitutes a material breach of this Agreement and will cause substantial and irreparable harm to the Company.

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.

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

1. 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. 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. 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 all U.S. and international export and re-export restrictions.
4. 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.

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.

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.

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 the Company 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.

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.

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.

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 or agreements, whether written or oral, relating to the subject matter herein.