SOPHORIA ACADEMY LICENSE AGREEMENT

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY BEFORE USING THE RIG AND MATERIAL.
 This is a legally binding agreement between you (“you” or “Licensee”) and Sophoria Visual Effects Studios, LLC (“Sophoria Academy,” or “we”). By exercising any rights to the work provided here, you accept and agree to be bound by the terms of this agreement (“License Agreement” or “Rules”).

The Rig and Material (as defined below) are provided under the terms of this License Agreement. Any use of the works other than as authorized under this license or copyright law is prohibited. If you do not agree to this License Agreement, please do not use our Rig or Material.

If you agree with the terms of the License Agreement, click on “I Agree” below. If you do not agree with the terms of the License Agreement do not click on “I Agree” and you will not be provided access to the Rig and Material. By clicking on the “I Agree” button, you are agreeing to be legally bound by all of the terms and conditions of this License Agreement.

If you are under the age of 18 but at least 13 years of age, you may download the Rig and Material only with the permission of, and under the supervision of, a parent or legal guardian.

  1. Definitions:

1.      “Derivative Work” means a work based upon one or more Rig(s) or Material(s) in any form in which the Rig may be recast, transformed, or adapted.

2.      “Purpose”means personal and non-commercial purpose.

3.      “Rig” means all animation rigs, characters expressly made available for royalty-free download or purchase by Sophoria Academy on a designated webpage (“Designated Webpage”).

4.      “Material” collectively means all content expressly made available by Sophoria Academy on a Designated Webpage: 1) for royalty-free download (“Downloadable Material”), such as a Maya scene files, or; 2) for royalty-free online viewing or streaming (“Non-Downloadable Material”), such as instructional videos.

5.      Rig and Material do not include any other work of authorship, such as rigs, characters, videos, web content, text, source code, trademarks or logos distributed or displayed elsewhere on any Sophoria Academy website(s), platform(s) or social media site(s) (collectively, the “Sites”).

  1. License Grant: On the condition that you comply with the terms, this License Agreement grants you a limited, personal, non-exclusive, non-transferable license to copy, publicly display and create derivative works from the Rig, copy, publicly display and create derivative works from the Downloadable Material, or publicly display the Non-Downloadable Material, for the Purpose, with the exception of the unpermitted uses described below. Sophoria Academy can revoke this limited-use license at any time and for any reason without liability to you. Sophoria Academy reserves all rights other than those granted to you in this License Agreement. Your derivative works are referred to herein as “Licensee’s Work” or “Your Work.” For avoidance of doubt, you may use the Rig in your personal demo reel, provided you comply with these Rules. For further avoidance or doubt, you may share or embed Non-Downloadable Material, without any alterations, on your website or social media pages. Sophoria Academy will provide no customer or technical support of any kind to you or anyone else in conjunction with the Rig or Material.
  2. Attribution: You agree to prominently attribute the source of the Rig or Material in each permitted use, either on the screen during any presentation, image, or animation, or in the credits at the beginning or end of any production or use of the Rig or Material. The attribution should state: “Rig or Material used with permission (© Sophoria Academy 2022). No endorsement or sponsorship by Sophoria Academy.”
  3. Unpermitted Uses. The license granted in Section 2 above is expressly made subject to and limited by the following restrictions:

1.      You may not offer or impose any terms on the Rig, Material or your Work that alter or expand the terms of this License Agreement or the recipients’ exercise of the rights granted hereunder.

2.      You may not assign or sublicense this License or the rights granted herein.

3.      You may not copy, distribute, publicly display, publicly perform, publicly digitally perform, or make derivative works from the Rig, the Material or Your Work in a manner inconsistent with the terms of this License Agreement.

4.      You may not use the Rig, any portion or modification of the Rig, the Material, or any portion or modification of the Material, to promote a commercial endeavor, include without limitation, in conjunction with educational services in the field of animation, computer graphics or filmmaking, or in conjunction with Online Learning (including an online school, college, university, workshop, or learning center, or any online component of a traditional school, college, university, workshop, or learning center). “Online Learning” means classes, lectures, instructional materials, or seminars delivered digitally, over a network or the internet. Under no circumstances are you to use the Rig to promote any cryptocurrency endeavor or NFT.

5.      You may not use the Rig or the Material for, or in connection with any Work or for any purpose which, in Sophoria Academy’s sole discretion:

                                                                                                               i.            is pornographic, sexually explicit, lewd, obscene, objectionable, or excessively violent content,

                                                                                                             ii.            promotes or condones illegal activities,

                                                                                                           iii.            incites hate or violence against an ethnic or religious or other protected group, or

                                                                                                           iv.            portrays Sophoria Academy in a negative light, directly competes with Sophoria Academy, or is prejudicial to Sophoria Academy, its reputation or intellectual property rights.

6.      You may not reverse engineer the Rig or Downloaded Material.

7.      You may not convey, encumber, sell, assign, license, transfer or distribute the Rig, modified copies of the Rig or the Material. The Rig and Material must be licensed directly from Sophoria Academy, except as otherwise permitted in writing by Sophoria Academy, in its sole discretion. You agree to make every reasonable effort to keep others from accessing the files from your computer(s), including but not limited to emailing, file sharing, peer-to-peer file sharing, or providing others an unauthorized weblink (one not provided by Sophoria Academy).

  1. Territory: The license granted herein applies worldwide.
  2. Intellectual property. You acknowledge that Sophoria Academy is, and at all times shall remain, the sole and exclusive owner of all right, title and interest, including copyrights, in and to the Rig and Material, and all elements thereof (including two- and three- dimensional character artwork and source code), and in all materials on the Sites, and that ownership of the intellectual property rights will remain vested with Sophoria Academy. You understand that, except as expressly permitted herein, you do not have, nor do you acquire, any right, title or interest in and to the Rig and Material. You must not alter, remove or obscure any copyright or trademark symbol or legend or other proprietary mark on the Rig or Material. You also agree not to circumvent, disable or otherwise interfere with security-related features of Sophoria Academy’s Rig, Material, Sites or features that prevent or restrict use or copying of any website content or site code. Unless otherwise provided in any other agreement or under any other legal relationship you may have with Sophoria Academy or a third-party, you retain copyrights and other intellectual property rights with respect to your original content, to the extent that you have such rights under applicable law. Any rights not expressly granted herein are reserved.
  3. Trademarks. The trademarks, trade names, trade dress, logos, and service marks displayed on the Sites, including the SOPHORIA ACADEMY mark, logos and trade dress are the registered and unregistered trademarks of Sophoria Academy, Sophoria Academy’s licensors and vendors and other third parties. This agreement does not grant a trademark license to you and your may not use any of Sophoria Academy’s trademarks or logos.
  4. Licensee’s Other Obligations, Warranties and Acknowledgments:

1.      You are not permitted to claim, hold yourself out, engage in any conduct or make any representation the effect of which would suggest that you are the agent of Sophoria Academy or that you, your company, your commercial endeavors or Your Work is sponsored by, or affiliated with, Sophoria Academy.

2.      You warrant and represent that you have the right and authority to enter into this License Agreement and to fulfill its obligations as set forth herein. You warrant and represent that you are over 18 years old or of the age of majority in your jurisdiction or have permission from your parent or legal guardian to enter into this License Agreement.

3.      You further warrant and represents that your Work will not infringe or violate any third-party’s rights.

  1. Indemnification. You agree to, and shall, indemnify, defend, and hold harmless Sophoria Academy, and its parent company, subsidiaries, divisions, officers, directors, employees, representatives, agents, independent contractors, assigns and successors-in-interest (collectively “Releasees”) from and against any claim, demand, damage, cost or other expense (including reasonable attorney fees) asserted by any third party due to, arising out of, or in any way related to, any violation by you of this License Agreement, or use or sharing of the Rig by you.
  2. Representations, Warranties and Disclaimer. UNLESS OTHERWISE MUTUALLY AGREED TO BY THE PARTIES IN WRITING, SOPHORIA ACADEMY OFFERS THE REFERENCED RIGS, MATERIAL AND OTHER LICENSED WORKS AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE WORK, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, ACCURACY, OR THE PRESENCE OF ABSENCE OF ERRORS, WHETHER OR NOT DISCOVERABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SUCH EXCLUSION MAY NOT APPLY TO YOU.
  3. Limitation on Liability. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL SOPHORIA ACADEMY BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THIS LICENSE AGREEMENT OR THE USE OF THE RIG OR MATERIAL, EVEN IF SOPHORIA ACADEMY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, SOPHORIA ACADEMY DOES NOT WARRANT THAT THE RIG ARE FREE OF INACCURACIES, ERRORS, BUGS, INTERRUPTIONS OR OTHER LIMITATIONS, NOR DOES SOPHORIA ACADEMY WARRANT THAT ANY SITE OR SERVER THAT MAKES THE RIG AVAILABLE (COLLECTIVELY THE “SITES”) ARE FREE OF ANY VIRUS OR OTHER HARMFUL COMPONENT. THE ENTIRE RISK ARISING OUT OF THE USE OF THE RIG AND MATERIAL AT ALL TIMES REMAINS WITH YOU, AND YOU AGREE TO ASSUME THE ENTIRE COST TO YOU OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY ANY VIRUS OR OTHER HARMFUL COMPONENT. INFORMATION ON SOPHORIA ACADEMY’S SITES AND PUBLICATIONS, INCLUDING THE RIG AND MATERIAL, ARE PROVIDED SOLELY FOR INFORMATIONAL PURPOSES. IN NO WAY SHALL SOPHORIA ACADEMY OR THE SITES BE CONSIDERED AS CONFORMING WITH ANY STANDARDS OR QUALIFICATIONS PRESCRIBED BY ANY PRIVATE OR GOVERNMENTAL ENTITY.
  4. Termination:

1.      This License Agreement and the rights granted hereunder will terminate automatically upon any breach by you of the terms of this License Agreement. Individuals or entities who have received Works from You under this License, however, will not have their licenses terminated provided such individuals or entities remain in full compliance with these Rules. Sections 8, 9, 10, 11 and 13 will survive termination.

2.      Sophoria Academy reserves the right to release the Rig and Material under different license terms or to stop distributing the Rig and/or Material at any time.

  1. General Terms.

1.      Modifications: Sophoria Academy reserves the right to make changes to this License Agreement at any time, however, Sophoria Academy shall endeavor to provide notification to you in advance of substantive changes becoming effective, such as by posting a notification on the relevant website. If you continue to access and use the Rig and/or Material after the effective date of such changes, then such access and use will be deemed an acceptance of and an agreement to follow and be bound by the License Agreement as changed. The revised License Agreement supersedes all previous version(s). For this reason, we encourage you to review this License Agreement any time you access or use the Rig and/or Material, and recommend that you print a copy for your records. Upon our request, you agree to accept or sign a non-electronic version of this License Agreement.

2.      Choice of Law; Venue; Limitation on Claims. This License Agreement, and any dispute relating to or arising out of it, shall be governed by the laws of the state of Mauritius, without regard to that state’s choice of law provisions. Unless prohibited by applicable law, you agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this License Agreement shall be in the state or federal courts located in Port Louis, Mauritius. Any cause of action or claim you may have with respect to this License Agreement must be commenced within one (1) year after the claim or cause of action arises. Sophoria Academy’s failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. Sophoria Academy may assign its rights and duties under this Agreement to any party at any time without notice to you.

3.      Relationship. Nothing in this Agreement will constitute or be deemed to constitute a partnership, joint venture or agency between the parties.

4.      Invalidity. If any provision of this Agreement is invalid under any law the provision will be limited, narrowed, construed or altered as necessary to render it valid, but only to the extent necessary to achieve such validity. If necessary, the invalid provision will be deleted from the Agreement and the remaining provisions will remain in full force and effect.

5.      Entire Agreement: This License Agreement shall supersede any and all prior and existing agreements, whether oral or in writing, hereto with respect to the subject matter hereof, and contains all of the covenants and agreements with respect to the subject matter of this license. You acknowledge that neither Sophoria Academy nor anyone on behalf of Sophoria Academy has made any representations, inducements, promises or agreements, orally or otherwise, respecting the subject matter of this License Agreement which are not embodied herein.

 

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