End User License and Membership Agreement

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE FLATPYRAMID WEB SITE AND/OR ANY OF THE SERVICES OFFERED THROUGH THIS WEBSITE OR AFFILIATE WEBSITES. THESE AGREEMENTS COVER THE USE OF THE FLAT PYRAMID WEBSITE, SYSTEM AND THE LICENSING OF PRODUCTS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS YOU SHOULD NOT USE THE FLATPYRAMID WEB SITE. BY USING THIS WEB SITE, EITHER BY ACCESS, DOWNLOADING FROM, UPLOADING TO, OR OTHERWISE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.

FLATPYRAMID END USER LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT (this “Agreement”) is entered into between FLATPYRAMID (“Company”) and anyone or legal entity that uploads, downloads or uses any of the files or services provided of this system and website (User and Collectively “Users”).

For good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, Company and User agree as follows:

1. DEFINITIONS.

1.1. “Content” refers to any material published at Company including but not limited to 3d models, textures, wireframes, materials, drawings, plug-ins, video games, video game modifications, motion files, collections, packages, materials, scripts, shapes, custom UI skins, tutorials, frequently asked questions, words, music, films, images, and software.

1.2. “Licensed Products” refers to any and all digital content that includes 3d models, computer files, programs, software, games, two and three dimensional objects, images, wireframe models, motion capture data, textures, databases, drawings and other subject matter related thereto in their configuration, and which are hereby licensed to Company by the Licensor and made subject to the terms and conditions of this Agreement.

1.3 “Licensed Intellectual Property” shall mean any and all patents, trademarks, copyright, trade secrets, trade dress rights, trade names, and any other intellectual property and other rights, which relate to or form any part of the Licensed Products.

1.4 “Member” shall refer to anyone or legal entity that creates a membership account at Company and subscribes to Company’s website or system or anyone or legal entity that uploads Contents for viewing, conversion, sharing, downloads or sells Content through Company’s website or system. Members are also Users.

 

2. REPRESENTATIONS AND WARRANTIES

2.1. Company warrants to you that, to the best of its knowledge, the digital data comprising the Content do not infringe the rights, including patent, copyright and trade secret rights, of any third party, nor was the digital data and Content unlawfully copied or misappropriated from digital data owned by any third party; provided, however, that Company 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 Contents.

 

2.2. Member represent and warrant that: (a) the Content is your original work, and contains no copyrighted material of any kind that you are not the exclusive owner of, including but not limited to: music and/or sync rights, images (moving or still) of any kind, writings of any kind, and model clearances/releases; (b) you have 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) represents and warrants that no other license relating to any Licensed Products or any Licensed Intellectual Property has been granted to any other person or entity that would contradict, invalidate or constitute a breach of the License; and no such other license will be granted to any third party during the Term hereof (h) all factual assertions that you have made and will make to us are true and complete; (i) the Content is not defective or unusable.

 

3. INTELLECTUAL PROPERTY

3.1 Member represents and warrants that: (a) Member is the sole owner, free and clear, of all Licensed Intellectual Property and the Licensed Products; (b) all of Members rights in and to the Licensed Intellectual Property are valid and enforceable; (c) the rights and licenses granted to Company under this Agreement to the Licensed Products and the Licensed Intellectual Property will not, when used or exploited by Company as permitted under this Agreement, infringe, violate, or interfere with any intellectual property or other right of any other person or entity.

 

3.2 Except as otherwise expressly stated in a separate agreement, nothing in this Agreement constitutes a transfer of ownership of a Member’s Licensed Intellectual Property. Member grants Company a perpetual, irrevocable, royalty-free, transferable, world-wide license under Member’s interest in the Licensed Intellectual Property, with the right to grant sublicenses, to make, have made, use, sell, offer to sell, import, copy, distribute and modify any materials or processes that relate to the scope of any Project.

 

3.3 As an ongoing covenant under this Agreement, Member shall promptly inform Company of: (a) any infringement or alleged infringement of any Licensed Intellectual Property; and (b) any claim, suit or threat that may affect any Licensed Product(s) or Company’s rights hereunder.

 

4. OWNERSHIP

Ownership of the Licensed Products shall remain vested in Member. Ownership of the modifications and/or derivative works of the Licensed Products prepared hereunder in accordance with Section 3 above shall be vested in Company. At the request of Company, Member will execute or cause to be executed all assignments and other instruments and documents as Company may consider necessary or appropriate to carry out the intent of this Agreement.

 

5. CONFIDENTIALITY.

Each Party agrees: (i) to observe complete confidentiality with respect to, and not to disclose, or permit any third party or entity access to, the other Party’s Confidential Information (or any portion thereof) without prior written permission of the other Party; (ii) not to utilize the other Party’s Confidential Information (or any portion thereof) except as required to perform any obligations under this Agreement; and (iii) to ensure that any of its employees who receive access to the other Party’s Confidential Information are advised of the confidential and proprietary nature thereof, are prohibited from copying, utilizing or disclosing such Confidential Information, except as required to perform any obligations under this Agreement, and are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein.

Without limiting the foregoing, each Party agrees to employ with regard to the other Party’s Confidential Information procedures that are no less restrictive than the procedures used by it to protect its own confidential and proprietary information of similar sensitivity (and that in no event are less restrictive than reasonable procedures).

If a Party is requested to disclose any of the other Party’s Confidential Information pursuant to any judicial or governmental order, that Party will not disclose the Confidential Information without first giving the other Party written notice of the request and sufficient opportunity to contest the order.

The Parties’ respective obligations under this Article 5. will survive any expiration or termination of this Agreement for the longest period permitted under applicable law.

 

6. DISCLAIMERS.

THE SITE IS PROVIDED BY COMPANY “AS IS” AND WITH ALL FAULTS. COMPANY AND ITS SUBSIDIARIES, AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH REGARD TO THE SITE, ITS CONTENTS, ITS BLOGS, FORUMS OR ITS OPERATION. COMPANY SPECIFICALLY STATES THAT THE USE OF THE SITE IS AT YOUR OWN RISK. COMPANY AND ITS SUBSIDIARIES, AND AFFILIATES DISCLAIM ANY WARRANTY WITH REGARD TO THE OPERATION OF THE SITE, THE ACCURACY OR TIMELINESS OF THE SITE, OR ITS CONTENTS OR THE INFORMATION OR MATERIALS CONTAINED THEREIN, ANY WARRANTY THAT THE SITE OR ITS CONTENTS OR THE INFORMATION OR MATERIALS CONTAINED THEREIN WILL BE FREE OF ERRORS, VIRUSES OR OTHER COMPONENTS THAT MAY INFECT, HARM, OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY. COMPANY AND ITS SUBSIDIARIES, AND AFFILIATES MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES AS TO THE ACCURACY, TRUTHFULNESS, OR RELIABILITY OF ANY POSTED INFORMATION.

 

7. COPYRIGHT POLICY.

Company is particularly concerned about copyright infringement. Because our website is based on the display of copyright holders’ Content. We respect all copyright laws in the United States and internationally. We expect the Users of the Site to respect the copyrights of others. It is a violation of the Terms of Use for a User to post material that infringes the copyrights of others. Users and Members that upload or submit content to Company have warranted that they are the copyright holders, or authorized agents of the copyright holders, for all content uploaded or submitted.

Company will terminate the accounts of Users under appropriate circumstances that post materials that Company has reason to believe infringes on copyright of others.

Company will unpublish any Member’s Content where any Content has a disputed copyright until the legitimate copyright owner is determined. It will then remove the Content if the ownership does not lie with Member. To see exactly what copyright law is and get answers to frequently asked questions, visit:

http://www.copyright.gov

You may contact Company directly to report an alleged copyright infringement if you are the copyright owner or authorized representative of a copyright owner. You should provide a written notification of the infringement containing the following information:

1. The physical or electronic signature of the copyright owner or the person authorized to act on behalf of the copyright owner.

2. Your contact information – Name, telephone number, address and email address.

3. A description and identification of the copyright work claimed to have been infringed. Including its location or locations on the site.

4. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copy-right owner, its agent, or the law.

5. A statement by you that you have a good faith belief that use of the allegedly infringing material is not authorized by the copyright owner, the copyright owner’s agent, or the law.

6. A statement by you that the information you have provided is accurate and, under the penalty of perjury, that you are the copyright owner or that you are authorized to act on behalf of the copyright owner.

All the information listed above is required for Company to process your complaint.

Also see the DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE.

 

8. TERMINATION

Company or User may terminate this Agreement for any reason or no reason at all by providing the other party with written notice of termination. Termination of this Agreement ends the Parties’ respective License grant rights, but does not terminate any existing license grants.

8.1 The provisions of Article 1. (“Definitions”), Article 2. (“Representations and Warranties”), Article 3. (“Intellectual Property Rights”), Article 4. (“Ownership”), Article 5. (“Confidentiality”), Article 9. (“Indemnification”), Article 10. (“Miscellaneous Provisions”) and this Section 8.1 will survive the expiration or termination of this Agreement for any reason. The remaining provisions will survive to the extent required for any surviving license grant.

 

9. INDEMNIFICATION

User agrees to indemnify and hold Company and its Members harmless from any and all damages and costs, including reasonable attorney’s fees, arising out of or related to User’s breach of the representations and warranties described in this section. Member agrees to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this agreement.

 

10. MISCELLANEOUS PROVISIONS

10.1 Notices. A notice under this Agreement is not sufficient unless it is: (i) in writing; (ii) addressed using the contact information listed below for the Party to which the notice is being given (or using updated contact information which that Party has specified by written notice in accordance with this Section); and (iii) sent by email, hand delivery, facsimile transmission, registered or certified mail (return receipt requested), or reputable express delivery service with tracking capabilities (such as Federal Express).

FlatPyramid

c/o Customer Service

2711 N. Sepulveda #233

Manhattan Beach, CA90266USA.

Email: info@flatpyramid.com

Fax Number: 310-697-3774

All such communication will be deemed to be effective on the earlier of (a) actual receipt or (b) if sent by express delivery service, on the day following the date presented to the service for delivery to the other Party, or (c) if sent by confirmed facsimile transmission, on the date sent (subject to confirmation of receipt in complete, legible form).

 

10.2 Deep Linking and Framing. User agrees to refrain from the practice commonly referred to as “deep linking” whereby you use the content from Flat Pyramid with any other web site via active linking or data mining. You are permitted to view the Site only in its full presentation form and are prohibited from “framing” the Site. Embeding of Company’s 3D Viewer Player is permitted.

 

10.3 Relationship Of The Parties. Each Party is an independent contractor of the other Party. Nothing in this Agreement creates a partnership, joint venture, agency or similar relationship between the Parties.

 

10.4 Governing Law; Consent to Jurisdiction. This Agreement will be governed by and construed under the laws of the State of California and the laws of the United States of America, without reference to any choice of law rules. Courts of or in the State of California will have nonexclusive jurisdiction over any disputes hereunder, and each Party irrevocably submits to the jurisdiction of those courts. Each Party waives any objections that it may have now or in the future to the jurisdiction of those courts, and also waives any claim that it may have now or in the future that litigation brought in those courts has been brought in an inconvenient forum. The United Nations Convention on the International Sale of Goods will not apply to this Agreement or any transaction between any Party pursuant to this Agreement. The parties have selected the English Language to define, govern, and interpret their rights and obligations under this Agreement.

 

10.5 Entire Agreement. This Agreement (including any Appendices and Statements of Work) sets forth the entire agreement of the Parties as to its subject matter and supersedes all prior agreements, negotiations, representations, and promises between them with respect to its subject matter.

 

10.6 Assignment. Neither Party may assign any right or obligation under this Agreement unless it has obtained the other Party’s prior, written consent to the assignment; provided that no consent of User shall be required with respect to any such assignment or transfer by Company to an Affiliate of the Company, division or subsidiary of Company, Partner of Company. This Agreement is binding on and inures to the benefit of the Parties and their permitted successors and assigns.

 

10.7 Agreement Subject to Change. Company reserves the right to change the terms of this agreement with or without notice at any time. Company reserves the right to modify, revise or discontinue its website, or any features functionality or services provided as part of or in connection with the website or Agreement, without prior notice.

 

10.8 Unenforceable Provisions. If a court of competent jurisdiction holds any provision of this Agreement unenforceable, the other provisions will remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the Parties’ intent.

 

10.9 Waivers. A waiver of rights under this Agreement will not be effective unless it is in writing and signed by an authorized representative of the Party that is waiving the rights.

 

10.10 Improper Transmissions. Users are prohibited from posting or transmitting to the Company’s website any unsolicited chain letters or “spam”, or any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic material, or other material that would violate any applicable law or regulation, including but not limited to any federal or state laws or regulations governing equal employment opportunities. However, if such communications do occur, Company will have no liability related to the content of any such communications. You may not post or transmit to the Company’s website any advertising, surveys, promotional materials, contests, or any other commercial or non-commercial solicitations. Users are also prohibited from impersonating any legal person or entity. Membership accounts must be opened using real names or entities and other requested information.

 

10.11. User FeedBack. Except for personal information, any information received by Company through Company’s website blogs, forums or transmitted or provided to Company through any other means including any feedback such as questions, comments, suggestions, or the like (“User Feedback”), such User Feedback shall be deemed to be non-confidential and non-proprietary. Company shall have no obligation of any kind with respect to such User Feedback and shall be free to reproduce, use, disclose, modify, display and distribute the User Feedback to others without limitation. By transmitting such User Feedback to Company, you are deemed to grant to Company a perpetual, worldwide, royalty-free, irrevocable, non-exclusive license (with rights to sublicense) to use any ideas, concepts, know-how or techniques contained in such User Feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products incorporating such User Feedback.

10.12. Layout and Design. The layout, design, look and feel of the site is the property of Company. Elements of the Company’s site, including but not limited to logos, images, sounds and graphics are protected by trademarks, copyright and other laws and may not be copied or imitated unless specifically indicated.

FLATPYRAMID MEMBERSHIP AGREEMENT

1. Services Description

Company’s website provides a Free and Paid subscription service that allows Users to:

- Have their files converted to any of Company’s supported output file formats.

- Publish and share their 3D files on Company’s website or on any third-party websites by embedding Company’s 3D viewer.

- Any other services Company considers useful and provides.

The exact features and benefits of each subscription type of services offered by Company are listed on Company’s Plans and Pricing web page.

 

2. Subscription Services

There are two general types of membership subscriptions available. Free and Paid Subscriptions. Either subscription type allows the User to create a Member account and give the User access to upload, view and share their files. Users shall manage their account in an appropriate manner as required and considered by Company. User shall provide accurate and updated information in User’s profile and shall maintain the appropriate level of security required to ensure that User login information is secured. If User provides access to any third party to use its account then User shall bear full responsibility. User shall notify Company immediately of any security breach to account.

 

3. Paid Subscription

Paid subscription service are available to our Member Users that want to be able to access additional services offered by Company as listed on Company’s Plans and Pricing web page. Subscription can be taken out either when registering, or at any time after that from within the Users account.

The subscription is typically for a month to month period (“Period”) with the User able to cancel at anytime. Any started Period is owed and due at subscription signup. There shall be no full or partial refund for any Period for any reason whatsoever. Renewal of subscription is automatic until cancelled by User. Upon cancellation, User will revert back to the Free Subscription type and continue to enjoy all the benefits associated with that type of service. User can also choose to remove its Content at anytime from Company’s website.

3.1. Pricing. The pricing for the different subscription options are available on the website. Company reserves the right, at its sole discretion to offer promotions and or discounts in whatever terms that Company decides.

The cost of Paid Subscription services can be revised at anytime by Company who will attempt to inform the Users of this revision by emailing the User before the User’s next subscription Period and before the new prices come into force. The new prices are applicable as soon as they come into force. If the User does not accept the new prices, then User should stop using the Paid Subscription services. The User who uses the Paid Subscription services after the new prices have come into force is deemed to have accepted them.

3.2 Payment Terms. Subscription payments are made through an online automated secure payment service like PayPal at the start of each subscription Period. The User guarantees Company that he or she has the required authorizations to pay for its services through the PayPal or payment account information provided. In the event of any payment issues or delays, User will make all attempts to resolve it within 3 days. If not resolved, User will still be liable for the subscription payment for that Period and its account might be suspended or terminated until payment is received. Company may also accelerate the collection of all amounts due by the User including any interest for late payment at the applicable legal rate, based on the sum total due by the User.

Due to the immediate implementation of Paid Subscription services, the User has no right of withdrawal.

 

4. Advertising and Promotions

Company reserves the right to insert advertising or promotional messages of any kind on any page of the website in any form or condition as Company chooses.