ORBOLT INC.
TERMS AND CONDITIONS OF WEBSITE USE
Last Update: January 22, 2021
Welcome to the Orbolt Inc. (“Orbolt”) website located at www.orbolt.com (the “Website ”). The following terms and conditions of use (the “Terms”) relate to the operation and use of the Website, all components thereof and all services provided through the Website.
These Terms include specific terms and conditions that apply to all access and use of this Website (the “General Terms” set out in Sections 1, 2 and 5) apply to you as a Customer who purchases free or paid Assets through the Website (the “Purchase Terms”, set out in Section 3) and specific terms and conditions that apply to you as an Author who provides Assets to Orbolt to be made available for distribution (for free or for purchase) on the Author’s behalf via the Website (the “Author Terms”, set out in Section 4).
THESE TERMS, AND, AS APPLICABLE THE SPECIFIC SERVICE TERMS AND CONDITIONS FOR PARTICULAR WEBSITE SERVICES PROVIDED VIA THE WEBSITE (THE “ WEBSITE SERVICES”), GOVERN ALL USE BY YOU AND ALL ENTITIES ON WHOSE BEHALF YOU MAY ACT (“YOU”), OF, AND ACCESS TO: (A) THE WEBSITE, (B) THE GOODS AND WEBSITE SERVICES, AND (C) THE CONTENT (INCLUDING, WITHOUT LIMITATION, THE ORBOLT CONTENT AND NON-ORBOLT CONTENT).
THESE TERMS EXEMPT ORBOLT AND OTHERS FROM LIABILITY AND/OR LIMITS THEIR LIABILITY AND CONTAINS OTHER IMPORTANT PROVISIONS THAT YOU MUST READ AND ACCEPT BEFORE USING THE WEBSITE. THE WEBSITE IS PROVIDED BY ORBOLT SOLELY FOR THE LIMITED PURPOSES IDENTIFIED IN THESE TERMS AND THEIR USE BY YOU IS CONDITIONAL ON YOUR ACCEPTANCE OF THESE TERMS.
In addition to those terms defined elsewhere in these Terms, the following terms are defined:
“Assets” means a self-contained package for use in Houdini containing a parameter interface that generates and/or manipulates 3D geometry, 2D images, waveform data, shaders, dynamic simulations, particle networks, VEX source code, or any other data processed by Houdini, that is provided to Orbolt which Orbolt makes available to Customers via the Website. For greater certainty, Assets are licensed to Customers and are not sold (notwithstanding references to the term “purchase”, and Assets are not Content.
“Author” means anyone, including you, who provides Assets to Orbolt for Orbolt to make available via the Website.
“Computer” means (a) a single electronic device, with one or more central processing units (CPUs), that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions, or (b) a software implementation of such a device (including without limitation virtual machines and other emulation technology), in each case that is owned, leased, rented or borrowed by the applicable Customer.
“Content” means collectively, the Orbolt Content and the Non-Orbolt Content.
“Content Providers” means third parties who have provided Content via the Website.
“Customer” means anyone, including you, who purchases Assets for free or for a fee via the Website.
“Free Asset” means any Asset designated with a purchase price equal to $0.00.
“Houdini” means the Houdini branded software licensed by Side Effects Software Inc. or its subsidiaries.
“License Type” means the specific terms and conditions that define the scope of your permitted use, initiation, execution, running, displaying, viewing, reviewing, operating and printing of an Asset based on the type of license granted.
“Non-Orbolt Content” means the messages, information, data, text, software, images, HTML, Houdini digital assets, text, audio clips, video clips, software, concepts, methodologies, processes or other content made available to you via the Website by third parties who have provided content via the Website.
“Orbolt Content” means the messages, information, data, text, software, images, HTML, Houdini digital assets, text, audio clips, video clips, software, concepts, methodologies, processes or other content made available to you via the Website by Orbolt.
“Paid Asset” means any Asset designated with a purchase price equal to $0.99 or greater.
“purchase of an Asset” and all similar terms and phrases means to purchase a license to use that Asset pursuant to the Purchase Terms. No ownership rights to the Assets are transferred hereunder.
“Sales Taxes” means all applicable Canadian sales, use, and value added taxes.
“Transaction Confirmation” means the Orbolt e-mail confirmation for the specific Asset purchased including the amount paid in respect of such purchase.
TERMS AND CONDITIONS THAT APPLY TO YOUR USE OF THE WEBSITE
Your Access to the Website and changes to these Terms
By visiting or using the Website, including, without limitation, to (a) access, use, and/or download Content, or (b) purchase any Assets through the Website, or (c) make available to purchase any Assets through the Website, or (d) make available Content on the Website, or (e) otherwise use, access or purchase any of the Website Services, you agree on your own behalf, and on behalf of any entity on whose behalf you may act, to accept and abide by these Terms for each use of and each visit to the Website. If you do not agree to abide by these Terms, you are not permitted to use the Website and must immediately discontinue use of this Website.
Orbolt may at any time revise these Terms. Orbolt urges you to review these Terms (a current copy of which will be accessible from the Website) each time that you access the Website to ascertain, by checking the date of the “Last Update” at the top of this document, which changes, if any, have been made to these Terms. Changes will be effective when notice of such change is posted on the Website. If any term, condition or any change to these Terms is not acceptable to you, you should discontinue your use of the Website. Your continued use of any part of the Website after any such changes are posted will constitute acceptance of such changes. In addition, you will be required to actively accept these Terms and the Purchase Terms or Author Terms, as applicable, prior to purchasing an Asset or providing an Asset to Orbolt.
Limited License
You are granted a limited and personal, non-exclusive, non-transferable, non-sub-licensable, revocable, license to access and view the Content, solely for your own personal or internal company use, including, without limitation, for your informational purposes.
Unless otherwise authorized by, as applicable, Orbolt or the Content Provider of the applicable Non-Orbolt Content, you may not modify any Content and you must comply with all instructions for display or use associated with the applicable Content. No other use is permitted. All rights not expressly granted by these Terms are reserved, as applicable, to Orbolt and the Content Providers and their respective licensors.
Restrictions on Use
Unless otherwise authorized by Orbolt (including, without limitation, via the description and/or specific terms and conditions of use for the component of the Website from which the Content is obtained) or by the applicable Content Provider (including, without limitation, via instructions which accompany the particular Non-Orbolt Content), you may not:
resell any Content;
include any Content in or with any product that you create or distribute;
copy any Content onto your own or any other website;
use the Website or the Website Services in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse the Website or any the Website Services, system resources, accounts, servers, networks, or affiliated or linked sites connected to or accessible through the Website (including, without limitation, uploading, posting or otherwise transmitting on the Website computer viruses, Trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on the Website’s infrastructure, or using any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from the Website or the Content in whole or in part);
use the Website, the Content or the Website Services in a manner that infringes upon the legal rights of any other person (including, without limitation, privacy and personality rights, copyright, moral rights, and other intellectual property rights);
use the Website, the Content or the Website Services in any data matching or data mining, including, without limitation, the collection or use of information about other users of the Website Services (including, without limitation, their e-mail addresses) without their consent;
use the Website, the Content or the Website Services in any manner that is unlawful (including, without limitation, by accessing the Website or the Website Services from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (including, without limitation, the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others, and you agree that you shall comply with all applicable laws including, without limitation, all federal, provincial, municipal or local statutes, regulations, by-laws, guidelines, policies, rules, codes of conduct and standards of applicable governmental authorities and industry or self-regulatory bodies;
post any materials to the Website or the Website Services which would violate any of the restrictions set out in these Terms;
use the Website for commercial purposes or activities, including, without limitation:
unless expressly permitted by the Orbolt terms and conditions for the Website Service, soliciting for advertisers or sponsors;
conducting contests, gaming or gambling or offering prizes, awards or any other incentives to any person;
displaying advertising or sponsorship banners, including, without limitation, those generated by banner or link exchange services;
soliciting for donations; or
use of unauthorized or unsolicited junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;
forge headers or otherwise manipulate identifiers in order to disguise the origin or content of any Content transmitted through the Website;
upload any Content that you do not have a right to transmit under applicable law or under contractual or fiduciary relationships (including, without limitation, inside information, proprietary and confidential information learned or disclosed in connection with employment relationships or under non-disclosure agreements);
upload any Content that infringes any patent, trademark, trade secret, copyright or other proprietary or intellectual property rights of any party;
interfere with or disrupt the Website or Website Services or servers or networks connected to the Website or any Website Services;
disobey any requirements, procedures, policies or regulations of networks connected to the Website or any Website Services; or
intentionally or unintentionally violate any applicable law including, without limitation, guidelines, policies, rules, codes of conduct and standards of applicable governmental authorities, or applicable industry or self-regulatory bodies;
and you agree to indemnify and hold Orbolt and its subsidiaries, affiliates, suppliers, licensors and their respective representatives, employees, directors, officers, partners, consultants and agents harmless from any claim, action, suit, proceeding or demand including, without limitation, reasonable legal fees, brought by any third party due to or arising out of your use of the Website, your violation of these Terms or your violation of the rights of any person.
Intellectual Property
The Website and all software used in connection with the provisions of the Website Services are owned and operated by Orbolt and its licensors. Unless expressly provided otherwise, all intellectual property rights in the Content that is made available to you on the Website is owned or licensed by Orbolt, the Content Providers or their respective licensors. Except as expressly authorized by Orbolt or the applicable Content Provider, you agree not to modify, rent, lease, loan, sell, copy, distribute or create derivative works based on the Website, the Content, the Website Services or such software, in whole or in part. The Website, such software and the Content contain proprietary and confidential information and are protected by Canadian and international intellectual property and other laws, including, without limitation, copyright and trademark laws.
Orbolt and the Website are trade-marks owned by Orbolt. Certain names, graphics, logos, icons, designs, words, titles or phrases on the Website may constitute trademarks, tradenames or products of Orbolt or other entities (including, without limitation, the Content Providers) and be protected in Canada and internationally and their display on the Website does not convey or create any licence or other rights in these trademarks, tradenames or products. No use of the foregoing trademarks, tradenames or products may be made without the prior written authorization of Orbolt or the Content Providers, as applicable. The display of the foregoing trade-marks, trade names, trade dress and associated products and services on the Website does not convey or create any licence or other rights in the foregoing trademarks or trade names. Any unauthorized use of them is strictly prohibited.
Orbolt does not claim ownership of Non-Orbolt Content. While Orbolt may, in connection with certain Website Services, modify certain Non-Orbolt Content upon the instructions of a Content Provider, all Non-Orbolt Content has been created by a Content Provider or third parties and all Non-Orbolt Content is the sole responsibility of the party from which such Non-Orbolt Content originated. As a result, such Content Providers and third parties, and not Orbolt, are entirely responsible for, and liable in respect of, all Non-Orbolt Content that is made available via the Website. Orbolt does not review or control the content of any Non-Orbolt Content and does not guarantee the accuracy, completeness, usefulness, integrity or quality of such Non-Orbolt Content or endorse or approve of the content of such Non-Orbolt Content or of any of the products or services advertised by such Non-Orbolt Content or any other person on the Website. You agree that should you obtain unauthorized access to Content on the Website, you will immediately discontinue such access.
Links to Other Sites
Links or references to other web sites, products, services or publications (other than those of Orbolt) are provided merely as a convenience to you and do not imply the endorsement or approval of such sites, products, services or publications by Orbolt. Orbolt has no control over such sites and makes no representations, warranties or assurances as to any information on such sites or with respect to any such products, services or publications (and disclaims any representations or opinions expressed on such sites) and Orbolt has no responsibility and shall not be liable for any damages or injury arising from anything related to them, including, without limitation, their content.
Orbolt welcomes links to the Website. However, you agree that if you link to the Website your website shall not:
create frames around any part of the Website or use other techniques that alter the visual presentation of any part of the Website;
imply that Orbolt is endorsing you or any other person, or your or such other person’s products or services;
imply an affiliation between you or any other person, or your or such other person’s products or services, and Orbolt without the prior written consent of Orbolt;
misrepresent the relationship of you or any other person to Orbolt or present false, misleading or otherwise damaging information or impressions about Orbolt or any of its products or services; or
contain materials that may be interpreted as distasteful, harmful, offensive, or inaccurate.
Termination
Orbolt, in its sole discretion and at any time may terminate your password, your account or your use of, or access to, the Website or any the Website Services, or remove and discard any Content (including, without limitation, any Content submitted by you), for any reason including, without limitation, if Orbolt believes that you have violated or acted inconsistently with the letter or spirit of these Terms or any applicable service terms for a particular Website Service or element of the Website. Orbolt may also, in its sole discretion and at any time, discontinue providing the Website and/or any Website Services, or any part thereof, with or without notice. Any termination of your access to any Website Service, your password, or your account under any provision of these Terms may be carried out without prior notice and Orbolt may immediately deactivate or delete your account and all related information and files in your account and bar any further access to such files or the Website Services. Orbolt shall not be liable to you or any third-party for any termination of your access to the Website or the Website Services.
Access to and use of certain parts of the Website and certain Website Services may require that you register certain contact and demographic information (“ User Information”) with Orbolt. You agree to provide true, accurate, current and complete User Information as prompted by the applicable registration form, and to promptly update your User Information to ensure that it is at all times true, accurate, current and complete. If you provide (or Orbolt has reasonable grounds for suspecting that you are providing or have provided) any information that is inaccurate, not current or incomplete, Orbolt has the right to suspend or terminate your account and refuse any and all current or future use by you of all or part of the Website or the Website Services.
You also represent and warrant that you have reached full age or the age of majority in your jurisdiction of residence. You acknowledge that your use of the Website and Wesbsite Services whether in your personal capacity or as a duly authorized representative of a commercial or other entity, shall be governed by these Terms.
Access to certain parts of the Website and certain Website Services is controlled by user names and passwords. At Orbolt’s discretion, user names and passwords may be allotted by Orbolt to you subject to your acceptance of these Terms and successful registration in accordance with Section 2.7 of these Terms.
Your access to the Website and any Website Service under these Terms is personal to you, non-transferable and, except as contemplated in this Section, permits only your personal access to the Website and any such Website Services. Any other third party access is strictly prohibited. You agree to keep confidential any password that you use to access the Website and any Website Service. In the case of registration by you in your personal capacity, you agree not to disclose your password to any other individual or entity, commercial or otherwise. In the case of registration by you as a duly authorized representative of an entity, you agree not to disclose your password to any other entity, commercial or otherwise, and not to disclose your password to any individual, unless such individual is also a duly authorized representative of such entity with a need to know such information and agrees to comply with these Terms.
You agree as follows:
you are fully responsible for maintaining the confidentiality of your password and that you will be responsible for any breach of such confidentiality, including, without limitation, any damages which flow from, or are connected to, such breach;
you are fully responsible for all activities that occur under your password including, without limitation all Asset purchases and the provision of any Assets for sale, and Orbolt is not required to investigate any acts or omissions made using your password and has the right to rely on all instructions given using your password without any verification; and
you will contact Orbolt immediately if you have any reason to believe that your password has been compromised.
Orbolt reserves the right to change passwords at any time to protect the security of the Website and/or the Website Services.
Orbolt may permit access to the Website and Website Services via OpenID. To the extent you use OpenID to access the Website and Website Services you acknowledge and agree to comply with all application terms and conditions in respect of your OpenID.
These Purchase Terms, along with the General Terms apply to you as a Customer to the extent that you are purchasing Assets via the website.
Acceptance
It is important that you read the Terms (including, without limitation, these Purchase Terms) and indicate your acceptance by clicking the “I agree” icon or button as applicable or required in completing your purchase. By so clicking the “I agree” icon (which signifies your acceptance of the Terms (including, without limitation, the Purchase Terms), you agree, on your behalf and on behalf of any entity on whose behalf you may act, to accept and abide by these Terms.
Registration and Passwords
In order to make purchases on the Website, you must register and create an account on the Website. You acknowledge and agree that you will comply with Sections 2.7 and 2.8 of the Terms in connection with such account.
Authorised Purchasers
You must be at least the age of majority in your jurisdiction of residence in order to purchase an Asset.
Payment Terms
Your total purchase price and Sales Taxes for each purchase transaction will be set out on the Transaction Confirmation.
All fees and Sales Taxes are your responsibility and for your account. If Orbolt is required by law or by administration thereof to collect any applicable Sales Taxes from you, you shall pay such Sales Taxes to Orbolt concurrent with the payment of any fees upon which such Sales Taxes are calculated, you shall pay such Sales Taxes directly to the appropriate taxing authority and shall provide evidence of such payment to Orbolt upon request.
Orbolt may make available to you various payment processing methods to facilitate the purchase of Assets. You agree to abide by any relevant terms of service or other legal agreement, whether with Orbolt or a third party, that governs your use of a given payment processing method. You agree that Orbolt reserves the right to add or remove payment processing methods at its sole discretion and without notice to you.
All transactions on the Website are transacted in U.S. currency.
All Purchases Final
All purchases of Assets are FINAL and cannot be returned, refunded or exchanged. In the event of any problem or issue concerning any purchased Asset, please contact Orbolt at support@orbolt.com.
Purchases and Ownership
Notwithstanding anything to the contrary, you acknowledge and agree that Assets are licensed by their Author to you as the Customer on a non-exclusive basis. Assets ARE NOT SOLD, and the Author retains full and complete copyright control the Asset on a perpetual basis. Assets may not be assigned, transferred or re-distributed to any other person or entity by you.
The Author retains ownership of the copyrights and all other proprietary and intellectual property rights in and to the Assets, subject to the non-exclusive rights granted to you under this agreement. The Author is free to grant similar rights to others during and after the term of this agreement.
Your license rights for any licenses for Assets purchased through the Website are contingent upon the receipt by Orbolt or its agent of the applicable payment for such licenses. Upon successful payment for the Asset you may download the Asset. Once an Asset has been purchased, you may re-download that identical Asset in the future at no charge provided you have logged into your identical account on the Website.
All license rights terminate immediately and without notice if a sale is reversed for any reason.
Your use of Assets is subject to the license terms that apply to each Asset. The license term that applies to a particular asset will be set out in the Transaction Confirmation for that Asset. The description of the License Types are as follows:
Standard License : In respect of the Asset, the Author grants to the Customer a non-exclusive, perpetual, worldwide right and license to use, adapt, create derivative works, create imagery, create content for video games, publicly display, publicly perform, digitally perform, or advertise. The Author also grants to the Customer to use any trademarks, service marks or trade names incorporated in the Asset. The Customer may not re-distribute, sell, publish, or otherwise make the Asset or substantially similar adaptations available to any third party. If you Purchase a Studio-Wide version of the Asset as an employee of a corporate entity, you are allowed to share the Asset with other employees of your corporate entity.
Editorial License : The terms of the Standard License apply with the following additional restrictions: The Customer may only use the Asset for legitimate, editorial purposes on some issue of journalistic, editorial, cultural or otherwise newsworthy value. Editorial uses include, without limitation, use of the Asset in a news program, news-related website, or news-related video media. These restrictions do not apply if the Customer otherwise has all the intellectual property rights necessary for its intended use (such as a company purchasing its own products, authorized advertising agencies, or licensees). The burden is on the Customer to confirm that it has any rights outside of the editorial restrictions Customer understands and agrees that certain Assets may contain third party copyrighted or trademarked material and will require additional licensing, permissions, releases, or rights clearance for any non-editorial use. The Customer and their legal advisors should consider this and obtain such rights, if necessary, before purchasing, downloading or using any Assets.
Permitted and Prohibited Uses of Assets
For Assets that you purchase, you are permitted to:
use the Asset pursuant to the applicable License Type; and/or
download the Asset onto more than one Computer;
and you are prohibited from:
reselling or redistributing any Asset, even if such Asset was purchased for free; and/or
reverse engineering, decompiling, or disassembling the Asset.
Software Requirements and Specifications
Assets can only be downloaded through and used within Houdini.
Other technical and systems specifications for the Asset, if applicable, will be identified in the Transaction Confirmation.
Restrictions on Use
Unless otherwise authorized by Orbolt (including, without limitation, via the description and/or specific terms and conditions of use for the component of the Website from which the Content is obtained) or by the applicable Content Provider (including, without limitation, via instructions which accompany the particular Non-Orbolt Content), you may not use the Website, the Content or the Website Services in any manner that is unlawful (including, without limitation, by accessing the Website or the Website Services from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (including, without limitation, the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others, and you agree that you shall comply with all applicable laws including, without limitation, all federal, provincial, municipal or local statutes, regulations, by-laws, guidelines, policies, rules, codes of conduct and standards of applicable governmental authorities and industry or self-regulatory bodies.
Purchaser Indemnity
Your agree to provide the indemnity set out in Section 5.4.
These Author Terms, along with the General Terms apply to you as an Author to the extent that you are providing Assets to Orbolt for Orbolt to make available for purchase via the Website.
Acceptance
It is important that you read the Terms (including, without limitation, these Author Terms) and indicate your acceptance by clicking the “I agree” icon or button as applicable or required prior to providing any Assets for purchase on the Website. By so clicking the “I agree” icon (which signifies your acceptance of the Terms (including, without limitation, the Author Terms), you agree, on your behalf and on behalf of any entity on whose behalf you may act, to accept and abide by these Terms.
Registration and Passwords
In order to make Assets available for purchase on the Website, you must register and create an account on the Website. You acknowledge and agree that you will comply with Sections 2.7 and 2.8 of the Terms in connection with such account.
Authorised Authors
You must be at least the age of majority in your jurisdiction of residence in order to be an Author and provide Assets to Orbolt.
Payment Terms
Orbolt or its agent shall calculate the amount payable to you at the end of each calendar month in respect of the total value of your Paid Assets over such calendar month as follows, for each particular Asset:
(quantity of Assets purchased TIMES applicable purchase price for such Asset excluding taxes) MINUS Orbolt Commission MINUS applicable currency conversion fees MINUS applicable transaction fees
Orbolt or its agent will pay you this applicable amount owing via direct deposit within sixty (60) days from the end of each calendar month.
Orbolt reserves the right to set a minimum payment amount and to change it at any time, without notice (such minimum payment amount will be posted at http://www.orbolt.com/faq/question/34/minimum-payment-threshold ). Until the outstanding amount owned to you from Orbolt exceeds this minimum payment amount, Orbolt reserves the right to withhold payments to you, indefinitely.
All transactions on the Website are transacted in U.S. currency.
Orbolt may make available to you various payment processing methods to facilitate the purchase of Assets. You agree to abide by any relevant terms of service or other legal agreement, whether with Orbolt or a third party, that governs your use of a given payment processing method. You agree that Orbolt reserves the right to add or remove payment processing methods at its sole discretion and without notice to you.
Orbolt Commission
Orbolt shall retain a commission in respect of each purchase of an Asset (the “Orbolt Commission”) and such amount shall be deducted from the gross purchase price of the Asset. The current amount of the Orbolt Commission is published on the Website at http://www.orbolt.com/faq/question/32/commision-rates and may be changed from time to time by Orbolt at its sole discretion, provided that Orbolt will provide in advance of any change in the Orbolt Commission. For greater certainty, the applicable Orbolt Commission that will apply to a particular Asset purchase will be the then-current Orbolt Commission in effect at the end of the calendar month in which the Asset was purchased.
Agency
Upon uploading or otherwise submitting or posting any Assets to the Website, you acknowledge and agree that you are entering a binding agreement to engage Orbolt to act as your agent to offer licenses to such Assets for purchase to Customers via the Website.
License to Orbolt
Author grants to Orbolt in respect of each Asset provided to Orbolt, a non-exclusive, worldwide, license in any medium now known or hereinafter invented to: (a) reproduce, sub-license, set prices for, sell, and distribute net proceeds from any sale, in whole or in part on Author’s behalf; and to publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; (b) create and use samples of the Assets for the purpose of demonstrating or promoting Author’s products or services or those of Orbolt; (c) use any trademarks, service marks or trade names incorporated in the Assets in connection with Author material; and (d) use the name and likeness of any individuals represented in the Assets only in connection with Author’s material.
To the extent applicable, Author hereby waives all moral rights in favour of Orbolt to the extent required for Orbolt to exercise its rights pursuant to these Terms.
Provision of Assets to Orbolt
All Free Assets and Paid Assets you want to make available for purchase on the Website must be uploaded as directed by Orbolt.
Upon providing an Asset to Orbolt, you will be prompted to select the License Type under which the Asset will be licensed to Customers and you acknowledge and agree that the terms of such License Type shall govern the license of, and use by, Customers of such Asset.
You agree that, notwithstanding the applicable Licence Type, all Paid Assets shall be made available for purchase at no cost subject to the terms and conditions of the applicable License Type for a trial period that shall expire seventy two (72) hours after the Asset is first downloaded by the Customer.
The License Types you may select from are as follows:
Standard License : In respect of the Asset, the Author grants to the Customer a non-exclusive, perpetual, worldwide right and license to use, adapt, create derivative works, create imagery, create content for video games, publicly display, publicly perform, digitally perform, or advertise. The Author also grants to the Customer to use any trademarks, service marks or trade names incorporated in the Asset. The Customer may not re-distribute, sell, publish, or otherwise make the Asset or substantially similar adaptations available to any third party. If you Purchase a Studio-Wide version of the Asset as an employee of a corporate entity, you are allowed to share the Asset with other employees of your corporate entity.
Editorial License : The terms of the Standard License apply with the following additional restrictions: The Customer may only use the Asset for legitimate, editorial purposes on some issue of journalistic, editorial, cultural or otherwise newsworthy value. Editorial uses include, without limitation, use of the Asset in a news program, news-related website, or news-related video media. These restrictions do not apply if the Customer otherwise has all the intellectual property rights necessary for its intended use (such as a company purchasing its own products, authorized advertising agencies, or licensees). The burden is on the Customer to confirm that it has any rights outside of the editorial restrictions Customer understands and agrees that certain Assets may contain third party copyrighted or trademarked material and will require additional licensing, permissions, releases, or rights clearance for any non-editorial use. The Customer and their legal advisors should consider this and obtain such rights, if necessary, before purchasing, downloading or using any Assets.
Selection of Form of Digital Rights Management
Upon providing an Asset to Orbolt, you will be prompted to select the form of digital rights management that shall apply to the Asset.
The forms of digital rights management you may select from are as follows:
no copy protection; or
copy-protected asset is bound to a specific User and will not load into Houdini if distributed to another User. A copy-protected asset is also stored in a form that does not allow inspection or modification of its internal contents.
Upon providing an Asset to Orbolt, you will be prompted to designate the purchase price for that Asset. You may select a purchase price of either (a) $0.00, or (b) any amount equal to $0.99 or greater. Orbolt may at its sole discretion reject any purchase price that you select.
You may not at any time change the purchase price of a Free Asset such that the Asset becomes a Paid Asset. However you may at any time change the purchase price for a Paid Asset upon notice to Orbolt provided that in the event that the purchase price is changed to $0.00, and thus the Paid Asset is now deemed to be a Free Asset, the purchase price may not then be changed again such that the Asset becomes a Paid Asset again. For greater certainty, any Paid Asset that becomes a Free Asset will always remain a Free Asset.
For greater certainty, pursuant to the Review Process, Orbolt must approve the purchase price for any new version of an Asset.
Taxes
You agree to comply with any and all applicable tax laws, including those related to the reporting and payment of any taxes arising from the sale of any of your Assets. If you are required by law to collect Sales Taxes from Orbolt, you must invoice Orbolt for such taxes in accordance with the requirements of applicable law and for greater certainty, must provide you Sales Tax account registration number(s) on such invoices. Orbolt reserves the right to withhold any amounts from its payment to you where and as required by law, and shall not be required to increase the amounts paid to you to account for such withheld amounts. IT IS YOUR RESPONSIBILITY TO DECLARE ALL AMOUNTS EARNED FROM PURCHASES OF YOUR ASSETS, AND TO REPORT AND REMIT ALL SALES TAXES IN RESPECT OF SALES OF YOUR ASSETS. ORBOLT HAS NO RESPONSIBILITY IN THIS REGARD. YOU AGREE TO FULLY INDEMNIFY ORBOLT SHOULD YOUR FAILURE TO DECLARE AND PAY TAXES ON YOUR EARNINGS, OR YOUR FAILURE TO REPORT AND REMIT SALES TAXES, RESULT IN ANY LIABILITY FOR ORBOLT.
Upon providing an Asset to Orbolt, Authors must also provide a description of the Asset (including, without limitation, all dependencies between Assets) and screenshots of the Asset (collectively, the Assets, the description and the screenshots, the “Submission Package”).
The Author acknowledges and agrees that Orbolt may, but is under no obligation to do so, review all elements of the Submission Package (including, without limitation, the Asset). In order to ensure that the contents of the Submission Package comply with the Terms, Orbolt may edit, change or otherwise modify any of the contents of the Submission Package (the “Submission Modifications”). Upon completion of any Submission Modifications, Orbolt will return the Submission Modifications to the Author for their approval prior to making the Asset available for purchase on the Website and uploading the remainder of the Submission Package (as revised). Such approved Submission Modifications, together with the unmodified elements of the Submission Package shall be referred to as the “Final Submission” (the process in this paragraph, the “Review Process”).
Orbolt may at its sole discretion refuse to make any Asset available on the Website and may at its sole discretion remove any Final Submission from the Website .
Any new version of a Final Submission will be subject to the Review Process.
For any Assets that are available for purchase on the Website, Orbolt will, upon written request by the Author, remove the Final Submission from the Website . In the event an Asset is so removed from the Website and the Author wants to make it available for purchase on the Website in the future, the Asset will be again subject to the Review Process.
Confidential Information
Throughout the Review Process and otherwise as an Author you may receive communications, materials and information from Orbolt, including but not limited to correspondence, Submission Modifications, business, marketing, financial and accounting information, and trade secrets (“ Confidential Information”). You shall maintain the security and confidentiality of such Confidential Information and not disclose same to third parties, and you also agree to (a) take steps which are no less rigorous than those taken to protect your own confidential information of a similar nature, and (b) to reproduce and use the Confidential Information only to the extent necessary to exercise your rights as an Author and only for the purpose for which Orbolt provided the Confidential Information to you.
Author Representations and Warranties
You represent and warrant that:
you own, and shall at all relevant times continue to own, all right, title, and interest in and to the materials, information and data in the Submission Package and each Final Submission, or have received all necessary and appropriate licenses or other rights from all applicable third parties in order to provide the Submission Package and the Final Submission and comply with all of your obligations as an Author;
you have full right and power to enter into and perform your obligations under this agreement, and have secured all third party consents necessary to enter into this agreement;
the Submission Package and Final Submission do 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;
the Submission Package and Final Submission do not and will not violate any law, statute, ordinance or regulation;
the Submission Package and Final Submission are not and will not be defamatory, libelous, pornographic, obscene or evocative of racial hatred of any kind;
the Submission Package and Final Submission do not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data;
the Submission Package and Final Submission do not contain any material that, as a condition of use, requires additional license restrictions such as requiring the publication of source code; and
all factual assertions that Author makes are true and complete.
Restrictions on Use
Unless otherwise authorized by Orbolt (including, without limitation, via the description and/or specific terms and conditions of use for the component of the Website from which the Content is obtained) or by the applicable Content Provider (including, without limitation, via instructions which accompany the particular Non-Orbolt Content), you may not use the Website, the Content or the Website Services in any manner that is unlawful (including, without limitation, by accessing the Website or the Website Services from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (including, without limitation, the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others, and you agree that you shall comply with all applicable laws including, without limitation, all federal, provincial, municipal or local statutes, regulations, by-laws, guidelines, policies, rules, codes of conduct and standards of applicable governmental authorities and industry or self-regulatory bodies.
Author Indemnity
You agree to indemnify and hold Orbolt and its subsidiaries, affiliates, suppliers, licensors and their respective representatives, employees, directors, officers, partners, consultants and agents harmless from any claim, action, suit, proceeding or demand by any third party anywhere in the world for misappropriation or infringement of any intellectual property rights in respect of the Assets.
Your further agree to provide the indemnity set out in Section 5.4.
Orbolt respects your right to privacy. All information that Orbolt may collect via your use of the Website or any Website Service is subject to Orbolt’s statement explaining its privacy policies and practices (the “Privacy Statement”), which is incorporated by reference into these Terms accessible at the following link: http://www.orbolt.com/faq/question/33/privacy-policy .
Limitation of Liability
ORBOLT AND ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS, LICENSORS AND THEIR RESPECTIVE REPRESENTATIVES, EMPLOYEES, DIRECTORS, OFFICERS, PARTNERS, CONSULTANTS
AND AGENTS ARE NOT LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, ECONOMIC,
EXEMPLARY OR PUNITIVE DAMAGES (EVEN IF ORBOLT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWSOEVER CAUSED AND WHETHER BASED ON BREACH OF
CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH
(A) THE USE OF, INABILITY TO USE, OR ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF, THE WEBSITE OR ANY WEBSITE SERVICE, CONTENT, OR ASSET OR SUBMISSION
PACKAGE OR FINAL SUBMISSION, (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES, (C) ANY UNAUTHORIZED ACCESS, COMPUTER VIRUSES, "WORMS",
"TROJAN HORSES", OTHER LIMITING OR DISABLING CODES, DESIGNS, OR ROUTINES, OR OTHER ITEMS OR FORCES OF AN INTRUSIVE, DISRUPTIVE OR DESTRUCTIVE NATURE, (D)
UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY INFORMATION OR CONTENT PROVIDED TO YOU OR SUBMITTED BY YOU OR
(E) ANY OTHER MATTER RELATING TO THE WEBSITE OR ANY WEBSITE SERVICE, CONTENT, OR ASSETS.
IN NO EVENT SHALL THE MAXIMUM LIABILITY OF ORBOLT AND ITS REPRESENTATIVES, FOR ANY REASON WHATSOEVER, IN THE AGGREGATE, EXCEED THE LESSER OF THE PURCHASE PRICE OF THE APPLICABLE ASSET AND $1,000.
Disclaimer of Warranties
ORBOLT EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED REPRESENTATIONS OR WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE AND ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS THAT (A) THE WEBSITE, ANY WEBSITE SERVICES, ANY PRODUCTS OR ANY CONTENT WILL MEET YOUR REQUIREMENTS OR WILL BE COMPATIBLE WITH YOUR COMPUTER OR RELATED EQUIPMENT OR SOFTWARE, (B) THE CONTENT, THE WEBSITE SERVICES, OR ANY ASSETS ARE ACCURATE, RELIABLE, AUTHENTIC, CURRENT, OR COMPLETE OR THAT THEY WILL MEET YOUR EXPECTATIONS, (C) THE WEBSITE, THE CONTENT, THE ASSETS OR ANY WEBSITE SERVICES WILL CONTINUE TO OPERATE, OPERATE WITHOUT INTERRUPTIONS OR BE ERROR-FREE, (D) THE WEBSITE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR (E) ANY ERRORS IN THE WEBSITE, THE CONTENT, THE PRODUCTS OR THE WEBSITE SERVICES WILL BE CORRECTED.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU ACCESS AND USE ANY WEBSITE SERVICES AND ASSETS AT YOUR SOLE RISK AND THAT THE WEBSITE SERVICES AND ASSETS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OR ASSURANCE OF ANY KIND. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ORBOLT OR THROUGH OR FROM THE WEBSITE OR ANY WEBSITE SERVICE SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
You agree to indemnify and hold Orbolt and its subsidiaries, affiliates, suppliers, licensors and their respective representatives, employees, directors, officers, partners, consultants and agents harmless from any claim, action, suit, proceeding or demand including, without limitation, reasonable legal fees, brought by any third party due to or arising out of any Content and/or Assets (regardless of whether or not it has been reviewed or edited by Orbolt) you upload or otherwise submit or post to the Website, your use of any Website Services, your connection to any Website Services, your violation of these Terms or your violation of the rights of any person.
Governing Law
Orbolt is a corporation incorporated in the province of Ontario, Canada. The Website is controlled by Orbolt from offices within the province of Ontario, Canada. By using the Website, you agree that all matters relating to the access to, or use (whether direct or indirect) of, the Website or any the Website Services shall be governed by the laws of the province of Ontario and the federal laws of Canada applicable therein. Both Orbolt and you irrevocably submit to the non-exclusive jurisdiction of the courts of Ontario situated in the City of Toronto with respect to any matter arising hereunder or related hereto. The foregoing shall not limit the ability of Orbolt to seek injunctions and remedies in other jurisdictions that are required to stop continuing breaches of these Terms or any other Orbolt service terms by you.
Orbolt makes no representation that the materials on the Website (including, without limitation, the Content and the Assets) are appropriate or available for use in locations other than Ontario, and your access of the Website and any Assets from territories where their content is illegal is prohibited. Those who choose to access the Website or the Content or the Assets from other locations do so on their own initiative and are responsible for compliance with all applicable laws (including, without limitation, all local laws).
Notice and Communications
Notices to you may be made via e-mail to the email address submitted upon your registering for a user account.
Any communications required to be made to Orbolt may be forwarded to:
Orbolt Inc.
123 Front Street West
Toronto, Ontario, Canada
M5J 2M2
Attn: VP Finance
E-mail: support@orbolt.com
Phone: 416-504-9876
Fax: 416-504-6648
General
These Terms and the Privacy Statement constitute the entire agreement between you and Orbolt and govern your use of all the Website Services and supersede all other agreements and understandings. The headings preceding the text, articles and sections hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of these Terms. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and Orbolt nevertheless agree that the court should endeavour to give effect to our intentions as reflected in these Terms, and, in any event, the other provisions of these Terms shall remain in full force and effect. No single or partial exercise or failure by Orbolt to exercise, and no delay in exercising, any right under these Terms shall operate as a waiver of such right. You agree that regardless of any applicable law to the contrary, any claim or cause of action arising out of or related to use of the Website Services, the Assets, the Website or these Terms must be filed within three (3) months. You agree that the language used in these Terms expresses the mutual intent of the parties, and no rule of contra preferentum or strict construction shall be applied against any party.
If you have questions about these Terms please e-mail Orbolt at support@orbolt.com.
