Emperor Penguin Animated | VFX Grace

VFX Grace offers Royalty Free licenses for Commercial uses of the Models as incorporated in a final end use product (“Product”).

⭐Individual License

This license is applicable to an individual (including but not limited to freelancer, amateur, and student) whose annual income does not exceed $150,000; this license does NOT grant the licensee to share the model with any other individual or entity.

If a company purchases this license for an employee, this model can only be used by such employee. Such model cannot be accessed by anyone other than such authorized individual. This company's annual income must not exceed $150,000.

Individual License is not applicable:

• TO an individual or  1- person studio, agency, team or other entity, with the annual income exceeding $150,000.

• TO multiple-person studio, agency, team or other entity.

• When the model(s) purchased are stored in shared storage accessible to others.

Breaching the terms of the license agreement may lead to automatic license revocation, thereby terminating the license and incurring legal liabilities.

————————————————————————

Royalty Free means that once you pay the license fee for a Model, you do not need to pay an additional fee for the continued use of the Model provided it is incorporated into the same Product. It does not mean You are free to use the Model without paying a license fee.

Each commercial license grants you a worldwide, non-exclusive, non-sub-licensable, non-transferable and perpetual royalty-free personal and commercial license to reproduce, distribute, publish, transmit and display, in whole or in part, the Model, as incorporated in a Product in any and all media for all Permitted Uses other than those uses prohibited by the Restrictions below or without acquiring an extended license, if applicable. 

Permitted Uses include:

Electronic use including website use, online or mobile advertising, social media posts, mobile devices, software, e-cards*, e-publications* (books magazines or blogs);

Video or Electronic Game use if the Product is within a proprietary format and the Product displays within the game during play, but users cannot distribute or sell the Product or the Models within a virtual world;

Audio Visual Use, including film, television, multimedia or animation;

Printed books and paper products and goods, print advertising, billboards, tradeshows, packaging (You may not sell prints of the Model itself unless the Model has been modified and incorporated into a Product;

3D digital worksheets, documents or presentations;

Limited 3d Printing use is permitted for personal, non-commercial use of the Model and limited to 5 printings of the Model. This type of application is ONLY allowed if the user prints for personal, non-commercial use and within 5 pieces. Other than that, the custom agreement is applicable. You may not create molds of the Models and sell the Molds.

Exclusive licenses may be available upon payment of an additional license fee. 

Custom Models may be commissioned upon request. Custom Model licenses are required for any uses outside of the Permitted uses and not all uses will be permitted under a Custom Model.

Others Who May Use the Models. You may permit Members (such as your contractors, subcontractors, employees, or third parties) to use the Models as necessary for the preparation of the Product that incorporates the Models, provided that such Members agree to abide by the provisions of this Agreement. You may license Models on behalf of a third-party client (“Client”) provided you represent and warrant that: (i) You are authorized to act as an agent on behalf of the Client and you have full power and authority to bind the Client this Agreement; and (ii) if the Client subsequently disputes such power or authority, You shall be liable for any failure of the Client to comply with the terms of this Agreement. 

Restrictions.

No Sales of the Models or Derivative Models. While you may incorporate the Model or a derivative (modified) Model in a Product, you may not resell the Model or any Derivative Model outside of the Product. 

No Unlawful Use: You may not use the Models for any pornographic, defamatory or otherwise unlawful purpose, whether directly or in context or juxtaposition with other material or subject matter. You are required to comply with any applicable laws, regulations and/or industry codes.

No False Representation of Authorship: You may not falsely represent, expressly or impliedly, that You are the original creator of a work that derives a substantial part of its artistic components from the Models, nor may You make the Models available in the form of fine art prints.

No Trademark Use: Models shall not be incorporated into a logo, corporate ID, trademark or service mark.

No Standalone File Use: You may not make the Models or any derivative Models available (separate from its incorporation in any Product) in any medium accessible by persons other than authorized Members, in a manner intended to allow or invite a third party to download, extract, redistribute or access the Models as a standalone file or create molds of the Models and sell the Molds.

You are responsible for the security of the Models and must use the appropriate restrictions applicable to the Product, including but not limited to proprietary disc format such as Xbox 360, or Playstation; proprietary Product format; or using a proprietary and/or password protected database or resource file that stores the Product; or encrypting the Product data.

No Electronic Template Use or On Demand Product Use: Without obtaining a custom license You may not: (i) include the Models in an electronic template intended to be Reproduced by third parties on electronic or printed products; or (ii) use or display the Models on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products (e.g., products in which Models is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items, including through the sale of custom design websites.

No Machine Learning, AI, or Biometric Technology Use:  You may not use Models (including any caption information, keywords or other metadata associated with Models) for any machine learning and/or artificial intelligence purposes.

No Metadata Exploitation.  You may not use the caption information, keywords, accompanying text, or other metadata associated with Models separate and apart from the Models, or allow any third parties to access or use any such information associated with Models.

NFTs: You may not Use Models in connection with an immutable digital asset intended for sale (such as a non-fungible token).

Credit and Intellectual Property.

Copyright. No ownership or copyright in any Models shall pass to You based on the grant of the license contained in this Agreement or invoice. Except as expressly stated in this Agreement, VFX Grace grants You no right or license, express or implied, to the Models. 

Notice of Violations. You will immediately notify us if you become aware or suspect that any third party that has wrongfully gained access to the Models through you, or is violating any of VFX Grace intellectual property rights. You agree to cooperate with us in connection with any unauthorized use and take all steps reasonably requested by us.

User Accounts. You will be responsible for tracking all activity for your user account, and you agree to: (a) maintain the security of your passwords and username; (b) notify us immediately of any unauthorized use or other breach of security; and (c) accept all responsibility for activity that occurs under your account.

Unauthorized Use and Termination.

The license contained in this Agreement will terminate automatically without notice from Us if You fail to comply with any provision of this Agreement. Upon termination, You must immediately (i) stop using the Models and any derivatives, (ii) destroy or, upon our request, return the Models to Us, and (iii) delete or remove the Models from Your premises, computer systems, back-ups, and storage (electronic or physical).

Revocation.

We reserve the right to revoke the license to use any Models for good cause and elect to replace such Models with alternate Models. Upon notice of any revocation of a license for any Models, You shall immediately cease using such Models, shall take all reasonable steps to discontinue use of the revoked Models in products that already exist and shall inform all end-users and clients of the same. The replacement Models license terms are subject to the same terms of this Agreement If the Model is reproduced on a social media platform or other third-party website, (i) the rights granted under this Agreement shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Models contrary to the terms of this Agreement, and (ii) in such event, upon Our request, You shall remove any Models from such platform or website.

Indemnification.

Your Indemnity. You shall defend, indemnify and hold harmless VFX Grace and its parent, subsidiaries, commonly owned or controlled affiliates, Models providers and their respective officers, directors and employees from all damages, liabilities and expenses (including attorneys' fees), arising out of or as a result of claims by third parties relating to (i) Your use of any Models outside the scope of this Agreement; or (ii) any other actual or alleged breach by You of this Agreement.

VFX Grace offers Royalty Free licenses for Commercial uses of the Models as incorporated in a final end use product (“Product”).

⭐Startup License

Applicable to team, or other entities with an annual income not exceeding $2,000,000; all authorized members can use the model(s).

This type of license covers any number of artists and subsidiaries, without limitation of physical locations, as long as the aforementioned criteria are met.

————————————————————————

Royalty Free means that once you pay the license fee for a Model, you do not need to pay an additional fee for the continued use of the Model provided it is incorporated into the same Product. It does not mean You are free to use the Model without paying a license fee.

Each commercial license grants you a worldwide, non-exclusive, non-sub-licensable, non-transferable and perpetual royalty-free personal and commercial license to reproduce, distribute, publish, transmit and display, in whole or in part, the Model, as incorporated in a Product in any and all media for all Permitted Uses other than those uses prohibited by the Restrictions below or without acquiring an extended license, if applicable. 

Permitted Uses include:

Electronic use including website use, online or mobile advertising, social media posts, mobile devices, software, e-cards*, e-publications* (books magazines or blogs);

Video or Electronic Game use if the Product is within a proprietary format and the Product displays within the game during play, but users cannot distribute or sell the Product or the Models within a virtual world;

Audio Visual Use, including film, television, multimedia or animation;

Printed books and paper products and goods, print advertising, billboards, tradeshows, packaging (You may not sell prints of the Model itself unless the Model has been modified and incorporated into a Product;

3D digital worksheets, documents or presentations;

Limited 3d Printing use is permitted for personal, non-commercial use of the Model and limited to 5 printings of the Model. This type of application is ONLY allowed if the user prints for personal, non-commercial use and within 5 pieces. Other than that, the custom agreement is applicable. You may not create molds of the Models and sell the Molds.

Exclusive licenses may be available upon payment of an additional license fee. 

Custom Models may be commissioned upon request. Custom Model licenses are required for any uses outside of the Permitted uses and not all uses will be permitted under a Custom Model.

Others Who May Use the Models. You may permit Members (such as your contractors, subcontractors, employees, or third parties) to use the Models as necessary for the preparation of the Product that incorporates the Models, provided that such Members agree to abide by the provisions of this Agreement. You may license Models on behalf of a third-party client (“Client”) provided you represent and warrant that: (i) You are authorized to act as an agent on behalf of the Client and you have full power and authority to bind the Client this Agreement; and (ii) if the Client subsequently disputes such power or authority, You shall be liable for any failure of the Client to comply with the terms of this Agreement. 

Restrictions.

No Sales of the Models or Derivative Models. While you may incorporate the Model or a derivative (modified) Model in a Product, you may not resell the Model or any Derivative Model outside of the Product. 

No Unlawful Use: You may not use the Models for any pornographic, defamatory or otherwise unlawful purpose, whether directly or in context or juxtaposition with other material or subject matter. You are required to comply with any applicable laws, regulations and/or industry codes.

No False Representation of Authorship: You may not falsely represent, expressly or impliedly, that You are the original creator of a work that derives a substantial part of its artistic components from the Models, nor may You make the Models available in the form of fine art prints.

No Trademark Use: Models shall not be incorporated into a logo, corporate ID, trademark or service mark.

No Standalone File Use: You may not make the Models or any derivative Models available (separate from its incorporation in any Product) in any medium accessible by persons other than authorized Members, in a manner intended to allow or invite a third party to download, extract, redistribute or access the Models as a standalone file or create molds of the Models and sell the Molds.

You are responsible for the security of the Models and must use the appropriate restrictions applicable to the Product, including but not limited to proprietary disc format such as Xbox 360, or Playstation; proprietary Product format; or using a proprietary and/or password protected database or resource file that stores the Product; or encrypting the Product data.

No Electronic Template Use or On Demand Product Use: Without obtaining a custom license You may not: (i) include the Models in an electronic template intended to be Reproduced by third parties on electronic or printed products; or (ii) use or display the Models on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products (e.g., products in which Models is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items, including through the sale of custom design websites.

No Machine Learning, AI, or Biometric Technology Use:  You may not use Models (including any caption information, keywords or other metadata associated with Models) for any machine learning and/or artificial intelligence purposes.

No Metadata Exploitation.  You may not use the caption information, keywords, accompanying text, or other metadata associated with Models separate and apart from the Models, or allow any third parties to access or use any such information associated with Models.

NFTs: You may not Use Models in connection with an immutable digital asset intended for sale (such as a non-fungible token).

Credit and Intellectual Property.

Copyright. No ownership or copyright in any Models shall pass to You based on the grant of the license contained in this Agreement or invoice. Except as expressly stated in this Agreement, VFX Grace grants You no right or license, express or implied, to the Models. 

Notice of Violations. You will immediately notify us if you become aware or suspect that any third party that has wrongfully gained access to the Models through you, or is violating any of VFX Grace intellectual property rights. You agree to cooperate with us in connection with any unauthorized use and take all steps reasonably requested by us.

User Accounts. You will be responsible for tracking all activity for your user account, and you agree to: (a) maintain the security of your passwords and username; (b) notify us immediately of any unauthorized use or other breach of security; and (c) accept all responsibility for activity that occurs under your account.

Unauthorized Use and Termination.

The license contained in this Agreement will terminate automatically without notice from Us if You fail to comply with any provision of this Agreement. Upon termination, You must immediately (i) stop using the Models and any derivatives, (ii) destroy or, upon our request, return the Models to Us, and (iii) delete or remove the Models from Your premises, computer systems, back-ups, and storage (electronic or physical).

Revocation.

We reserve the right to revoke the license to use any Models for good cause and elect to replace such Models with alternate Models. Upon notice of any revocation of a license for any Models, You shall immediately cease using such Models, shall take all reasonable steps to discontinue use of the revoked Models in products that already exist and shall inform all end-users and clients of the same. The replacement Models license terms are subject to the same terms of this Agreement If the Model is reproduced on a social media platform or other third-party website, (i) the rights granted under this Agreement shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Models contrary to the terms of this Agreement, and (ii) in such event, upon Our request, You shall remove any Models from such platform or website.

Indemnification.

Your Indemnity. You shall defend, indemnify and hold harmless VFX Grace and its parent, subsidiaries, commonly owned or controlled affiliates, Models providers and their respective officers, directors and employees from all damages, liabilities and expenses (including attorneys' fees), arising out of or as a result of claims by third parties relating to (i) Your use of any Models outside the scope of this Agreement; or (ii) any other actual or alleged breach by You of this Agreement.

VFX Grace offers Royalty Free licenses for Commercial uses of the Models as incorporated in a final end use product (“Product”).

⭐Individual License

This license is applicable to an individual (including but not limited to freelancer, amateur, and student) whose annual income does not exceed $150,000; this license does NOT grant the licensee to share the model with any other individual or entity.

If a company purchases this license for an employee, this model can only be used by such employee. Such model cannot be accessed by anyone other than such authorized individual. This company's annual income must not exceed $150,000.

Individual License is not applicable:

• TO an individual or  1- person studio, agency, team or other entity, with the annual income exceeding $150,000.

• TO multiple-person studio, agency, team or other entity.

• When the model(s) purchased are stored in shared storage accessible to others.

Breaching the terms of the license agreement may lead to automatic license revocation, thereby terminating the license and incurring legal liabilities.

————————————————————————

Royalty Free means that once you pay the license fee for a Model, you do not need to pay an additional fee for the continued use of the Model provided it is incorporated into the same Product. It does not mean You are free to use the Model without paying a license fee.

Each commercial license grants you a worldwide, non-exclusive, non-sub-licensable, non-transferable and perpetual royalty-free personal and commercial license to reproduce, distribute, publish, transmit and display, in whole or in part, the Model, as incorporated in a Product in any and all media for all Permitted Uses other than those uses prohibited by the Restrictions below or without acquiring an extended license, if applicable. 

Permitted Uses include:

Electronic use including website use, online or mobile advertising, social media posts, mobile devices, software, e-cards*, e-publications* (books magazines or blogs);

Video or Electronic Game use if the Product is within a proprietary format and the Product displays within the game during play, but users cannot distribute or sell the Product or the Models within a virtual world;

Audio Visual Use, including film, television, multimedia or animation;

Printed books and paper products and goods, print advertising, billboards, tradeshows, packaging (You may not sell prints of the Model itself unless the Model has been modified and incorporated into a Product;

3D digital worksheets, documents or presentations;

Limited 3d Printing use is permitted for personal, non-commercial use of the Model and limited to 5 printings of the Model. This type of application is ONLY allowed if the user prints for personal, non-commercial use and within 5 pieces. Other than that, the custom agreement is applicable. You may not create molds of the Models and sell the Molds.

Exclusive licenses may be available upon payment of an additional license fee. 

Custom Models may be commissioned upon request. Custom Model licenses are required for any uses outside of the Permitted uses and not all uses will be permitted under a Custom Model.

Others Who May Use the Models. You may permit Members (such as your contractors, subcontractors, employees, or third parties) to use the Models as necessary for the preparation of the Product that incorporates the Models, provided that such Members agree to abide by the provisions of this Agreement. You may license Models on behalf of a third-party client (“Client”) provided you represent and warrant that: (i) You are authorized to act as an agent on behalf of the Client and you have full power and authority to bind the Client this Agreement; and (ii) if the Client subsequently disputes such power or authority, You shall be liable for any failure of the Client to comply with the terms of this Agreement. 

Restrictions.

No Sales of the Models or Derivative Models. While you may incorporate the Model or a derivative (modified) Model in a Product, you may not resell the Model or any Derivative Model outside of the Product. 

No Unlawful Use: You may not use the Models for any pornographic, defamatory or otherwise unlawful purpose, whether directly or in context or juxtaposition with other material or subject matter. You are required to comply with any applicable laws, regulations and/or industry codes.

No False Representation of Authorship: You may not falsely represent, expressly or impliedly, that You are the original creator of a work that derives a substantial part of its artistic components from the Models, nor may You make the Models available in the form of fine art prints.

No Trademark Use: Models shall not be incorporated into a logo, corporate ID, trademark or service mark.

No Standalone File Use: You may not make the Models or any derivative Models available (separate from its incorporation in any Product) in any medium accessible by persons other than authorized Members, in a manner intended to allow or invite a third party to download, extract, redistribute or access the Models as a standalone file or create molds of the Models and sell the Molds.

You are responsible for the security of the Models and must use the appropriate restrictions applicable to the Product, including but not limited to proprietary disc format such as Xbox 360, or Playstation; proprietary Product format; or using a proprietary and/or password protected database or resource file that stores the Product; or encrypting the Product data.

No Electronic Template Use or On Demand Product Use: Without obtaining a custom license You may not: (i) include the Models in an electronic template intended to be Reproduced by third parties on electronic or printed products; or (ii) use or display the Models on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products (e.g., products in which Models is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items, including through the sale of custom design websites.

No Machine Learning, AI, or Biometric Technology Use:  You may not use Models (including any caption information, keywords or other metadata associated with Models) for any machine learning and/or artificial intelligence purposes.

No Metadata Exploitation.  You may not use the caption information, keywords, accompanying text, or other metadata associated with Models separate and apart from the Models, or allow any third parties to access or use any such information associated with Models.

NFTs: You may not Use Models in connection with an immutable digital asset intended for sale (such as a non-fungible token).

Credit and Intellectual Property.

Copyright. No ownership or copyright in any Models shall pass to You based on the grant of the license contained in this Agreement or invoice. Except as expressly stated in this Agreement, VFX Grace grants You no right or license, express or implied, to the Models. 

Notice of Violations. You will immediately notify us if you become aware or suspect that any third party that has wrongfully gained access to the Models through you, or is violating any of VFX Grace intellectual property rights. You agree to cooperate with us in connection with any unauthorized use and take all steps reasonably requested by us.

User Accounts. You will be responsible for tracking all activity for your user account, and you agree to: (a) maintain the security of your passwords and username; (b) notify us immediately of any unauthorized use or other breach of security; and (c) accept all responsibility for activity that occurs under your account.

Unauthorized Use and Termination.

The license contained in this Agreement will terminate automatically without notice from Us if You fail to comply with any provision of this Agreement. Upon termination, You must immediately (i) stop using the Models and any derivatives, (ii) destroy or, upon our request, return the Models to Us, and (iii) delete or remove the Models from Your premises, computer systems, back-ups, and storage (electronic or physical).

Revocation.

We reserve the right to revoke the license to use any Models for good cause and elect to replace such Models with alternate Models. Upon notice of any revocation of a license for any Models, You shall immediately cease using such Models, shall take all reasonable steps to discontinue use of the revoked Models in products that already exist and shall inform all end-users and clients of the same. The replacement Models license terms are subject to the same terms of this Agreement If the Model is reproduced on a social media platform or other third-party website, (i) the rights granted under this Agreement shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Models contrary to the terms of this Agreement, and (ii) in such event, upon Our request, You shall remove any Models from such platform or website.

Indemnification.

Your Indemnity. You shall defend, indemnify and hold harmless VFX Grace and its parent, subsidiaries, commonly owned or controlled affiliates, Models providers and their respective officers, directors and employees from all damages, liabilities and expenses (including attorneys' fees), arising out of or as a result of claims by third parties relating to (i) Your use of any Models outside the scope of this Agreement; or (ii) any other actual or alleged breach by You of this Agreement.

VFX Grace offers Royalty Free licenses for Commercial uses of the Models as incorporated in a final end use product (“Product”).

⭐Startup License

Applicable to team, or other entities with an annual income not exceeding $2,000,000; all authorized members can use the model(s).

This type of license covers any number of artists and subsidiaries, without limitation of physical locations, as long as the aforementioned criteria are met.

————————————————————————

Royalty Free means that once you pay the license fee for a Model, you do not need to pay an additional fee for the continued use of the Model provided it is incorporated into the same Product. It does not mean You are free to use the Model without paying a license fee.

Each commercial license grants you a worldwide, non-exclusive, non-sub-licensable, non-transferable and perpetual royalty-free personal and commercial license to reproduce, distribute, publish, transmit and display, in whole or in part, the Model, as incorporated in a Product in any and all media for all Permitted Uses other than those uses prohibited by the Restrictions below or without acquiring an extended license, if applicable. 

Permitted Uses include:

Electronic use including website use, online or mobile advertising, social media posts, mobile devices, software, e-cards*, e-publications* (books magazines or blogs);

Video or Electronic Game use if the Product is within a proprietary format and the Product displays within the game during play, but users cannot distribute or sell the Product or the Models within a virtual world;

Audio Visual Use, including film, television, multimedia or animation;

Printed books and paper products and goods, print advertising, billboards, tradeshows, packaging (You may not sell prints of the Model itself unless the Model has been modified and incorporated into a Product;

3D digital worksheets, documents or presentations;

Limited 3d Printing use is permitted for personal, non-commercial use of the Model and limited to 5 printings of the Model. This type of application is ONLY allowed if the user prints for personal, non-commercial use and within 5 pieces. Other than that, the custom agreement is applicable. You may not create molds of the Models and sell the Molds.

Exclusive licenses may be available upon payment of an additional license fee. 

Custom Models may be commissioned upon request. Custom Model licenses are required for any uses outside of the Permitted uses and not all uses will be permitted under a Custom Model.

Others Who May Use the Models. You may permit Members (such as your contractors, subcontractors, employees, or third parties) to use the Models as necessary for the preparation of the Product that incorporates the Models, provided that such Members agree to abide by the provisions of this Agreement. You may license Models on behalf of a third-party client (“Client”) provided you represent and warrant that: (i) You are authorized to act as an agent on behalf of the Client and you have full power and authority to bind the Client this Agreement; and (ii) if the Client subsequently disputes such power or authority, You shall be liable for any failure of the Client to comply with the terms of this Agreement. 

Restrictions.

No Sales of the Models or Derivative Models. While you may incorporate the Model or a derivative (modified) Model in a Product, you may not resell the Model or any Derivative Model outside of the Product. 

No Unlawful Use: You may not use the Models for any pornographic, defamatory or otherwise unlawful purpose, whether directly or in context or juxtaposition with other material or subject matter. You are required to comply with any applicable laws, regulations and/or industry codes.

No False Representation of Authorship: You may not falsely represent, expressly or impliedly, that You are the original creator of a work that derives a substantial part of its artistic components from the Models, nor may You make the Models available in the form of fine art prints.

No Trademark Use: Models shall not be incorporated into a logo, corporate ID, trademark or service mark.

No Standalone File Use: You may not make the Models or any derivative Models available (separate from its incorporation in any Product) in any medium accessible by persons other than authorized Members, in a manner intended to allow or invite a third party to download, extract, redistribute or access the Models as a standalone file or create molds of the Models and sell the Molds.

You are responsible for the security of the Models and must use the appropriate restrictions applicable to the Product, including but not limited to proprietary disc format such as Xbox 360, or Playstation; proprietary Product format; or using a proprietary and/or password protected database or resource file that stores the Product; or encrypting the Product data.

No Electronic Template Use or On Demand Product Use: Without obtaining a custom license You may not: (i) include the Models in an electronic template intended to be Reproduced by third parties on electronic or printed products; or (ii) use or display the Models on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products (e.g., products in which Models is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items, including through the sale of custom design websites.

No Machine Learning, AI, or Biometric Technology Use:  You may not use Models (including any caption information, keywords or other metadata associated with Models) for any machine learning and/or artificial intelligence purposes.

No Metadata Exploitation.  You may not use the caption information, keywords, accompanying text, or other metadata associated with Models separate and apart from the Models, or allow any third parties to access or use any such information associated with Models.

NFTs: You may not Use Models in connection with an immutable digital asset intended for sale (such as a non-fungible token).

Credit and Intellectual Property.

Copyright. No ownership or copyright in any Models shall pass to You based on the grant of the license contained in this Agreement or invoice. Except as expressly stated in this Agreement, VFX Grace grants You no right or license, express or implied, to the Models. 

Notice of Violations. You will immediately notify us if you become aware or suspect that any third party that has wrongfully gained access to the Models through you, or is violating any of VFX Grace intellectual property rights. You agree to cooperate with us in connection with any unauthorized use and take all steps reasonably requested by us.

User Accounts. You will be responsible for tracking all activity for your user account, and you agree to: (a) maintain the security of your passwords and username; (b) notify us immediately of any unauthorized use or other breach of security; and (c) accept all responsibility for activity that occurs under your account.

Unauthorized Use and Termination.

The license contained in this Agreement will terminate automatically without notice from Us if You fail to comply with any provision of this Agreement. Upon termination, You must immediately (i) stop using the Models and any derivatives, (ii) destroy or, upon our request, return the Models to Us, and (iii) delete or remove the Models from Your premises, computer systems, back-ups, and storage (electronic or physical).

Revocation.

We reserve the right to revoke the license to use any Models for good cause and elect to replace such Models with alternate Models. Upon notice of any revocation of a license for any Models, You shall immediately cease using such Models, shall take all reasonable steps to discontinue use of the revoked Models in products that already exist and shall inform all end-users and clients of the same. The replacement Models license terms are subject to the same terms of this Agreement If the Model is reproduced on a social media platform or other third-party website, (i) the rights granted under this Agreement shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Models contrary to the terms of this Agreement, and (ii) in such event, upon Our request, You shall remove any Models from such platform or website.

Indemnification.

Your Indemnity. You shall defend, indemnify and hold harmless VFX Grace and its parent, subsidiaries, commonly owned or controlled affiliates, Models providers and their respective officers, directors and employees from all damages, liabilities and expenses (including attorneys' fees), arising out of or as a result of claims by third parties relating to (i) Your use of any Models outside the scope of this Agreement; or (ii) any other actual or alleged breach by You of this Agreement.