Visiolla, Inc. and its affiliates and related companies (collectively "Visiolla"), operate visiolla.com and 3dmodels.cc (each referred to as "Website"). The terms and conditions set forth herein (the "Terms") constitute a legally binding agreement between Visiolla and you ("You" or "Your") regarding the terms on which Visiolla offers You access to its Website and Service. Your use of the Website or Service constitutes acceptance of these Terms.

I. DEFINITIONS

1. "Content" refers to any material published at Visiolla including but not limited to wire files, models, textures, plug-ins, video games, video game modifications, motion files, collections, packages, materials, scripts, shapes, custom UI skins, tutorials, frequently asked questions, words, music, films, images, and software.
2. "For Sale" includes all Content that requires a purchase of license rights, as distinguished from Content available for free download.
3. "Incorporated Content" refers to Content that cannot be extracted from an application or product and used as stand-alone Content without the use of reverse engineering tools or techniques. For avoidance of doubt, Incorporated Content is the use of Content that is not intended to allow further distribution of the Content outside of the application or product containing the Incorporated Content.
4. "Customer" refers to any person who makes a purchase and creates a user account at Visiolla.
5. "Service" refers to transmission, license, or purchase of Content to and from Visiolla via the Visiolla Website or any approved web portal either currently in existence or in the future.
6. "Valid Sale" refers to a sale of license rights in Content or other property of Visiolla, where the appropriate share of proceeds is received by a Visiolla who published the Content. Content For Sale via Visiolla which is returned is not an example of a Valid Sale.

II. LICENSE AGREEMENT BETWEEN VISIOLLA AND CUSTOMER

A. License Grant for transmission of Content from Visiolla to Customer

For any transmission of Content from a Visiolla to any Customer, whether the transmission was the result of a license or free download, the following terms apply unless more restrictive terms are specified in the text description of the Content in compliance with the requirements for providing more restrictive terms set-forth below:

1. Ownership.

Unless explicitly provided for by a separate agreement, which separate agreement must be available to the Customer and which must be subject to acceptance by Customer before or at the point of sale, Visiolla retains, subject to any license agreement between Visiolla and Customer, copyright in Content purchased or downloaded by any Customer. In using the Visiolla systems, You agree that any additional EULA, license inserted into the selling products that fail to inform clients of restrictions prior to purchase are invalid, void ab initio, and without effect as they relate to those purchases.

2. Valid License.

Any license rights relating to Content For Sale from Visiolla are contingent upon the transfer of money from the Customer to Visiolla. All license rights terminate immediately and without notice if a sale is reversed for any reason.

3. Rights Granted.

For any selling with any type of Content for free distribution or sale, the following terms apply:

Visiolla hereby grants a non-exclusive, worldwide, license in any medium now known or hereinafter invented to: (a) reproduce, set prices for, sell, and distribute net proceeds from any sale, in whole or in part on our behalf; and to publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; (b) create and use samples of the Content for the purpose of demonstrating or promoting our products or services or those of  Visiolla; (c) use any trademarks, service marks or trade names incorporated in the Content in connection with Visiolla material; and (d) use the name and likeness of any individuals represented in the Content only in connection with Your material.

Visiolla grants to the Customer who either purchases license rights to Content via a Valid Sale, or downloads freely available Content, a non-exclusive, worldwide, license in any medium now known or hereinafter invented to: (a) reproduce, post, promote, license, sell, publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; (b) use any trademarks, service marks or trade names incorporated in the Content in connection with Visiolla material; and (c) use the name and likeness of any individuals represented in the Content only in connection with Your material. The Customer license to Content in this paragraph is limited to Incorporated Content. Such use or republication, including sale or distribution of Content that is not Incorporated Content is prohibited. For illustration, approved distribution or use of Content as Incorporated Content includes, but is not limited to:

1. (i) As rendered still images or moving images; resold as part of a feature film, broadcast, or stock photography.
2. (ii) As part of a game if the Content is contained inside a proprietary format and displays inside the game during play.
3. (iii) As Content published within a book, poster, t-shirt or other item.
4. (iv) As part of a physical object such as a toy, doll, or model.

4. Rights Not Granted.

Absent a written grant of rights greater than that contained in paragraph 3 above, all other rights or sub-divisions of rights generally included in copyright are excluded from this license and remain the property of Visiolla.

5. Resale.

The resale or redistribution by the Customer of any Content obtained from Visiolla, whether For Sale or freely available for download, whether part of a Valid Sale or not, is expressly prohibited unless it is Incorporated Content as licensed above.

6. Returned Content.

In the event a Customer returns any Content, whether acquired by Valid Sale or freely available for download, all license rights granted herein terminate and the Customer must immediately destroy any and all copies contained on any type of media under the control or possession of the Customer.

B. GENERAL TERMS

In addition to the above terms that apply to certain contexts, the following terms apply to all types of Content.

1. Ownership.

Visiolla retains ownership of the copyrights and all other rights in Visiolla Content, subject to the non-exclusive rights granted to us under this agreement. Visiolla is free to grant similar rights to others during and after the term of this agreement.

2. Termination.

The license grant contained in this agreement can be terminated using the guidelines below. Visiolla reserves the right, notwithstanding the guidelines below, to terminate this agreement at any time and without notice if any Content submitted violates the representations and warranties of paragraph three (3) below. This agreement may be terminated at any time by either party upon written notice via email or regular mail. Nothing in this agreement shall be construed to mean that anyone may not submit or delete Content from the material submitted by Visiolla.

3. Representations and Warranties.

Visiolla represents and warrants that: (a) the Content is Our original work, and contains no copyrighted material of any kind that Visiolla is not the exclusive owner of, including but not limited to: music and/or synchronization rights, images (moving or still) of any kind, writings of any kind, and model clearances/releases; (b) Customer has full right and power to enter into and perform this agreement, and have secured all third party consents necessary to enter into this agreement; (c) the Content does not and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights; (d) the Content does not and will not violate any law, statute, ordinance or regulation; (e) the Content is not and will not be defamatory, libelous, pornographic, obscene or evocative of racial hatred of any kind; (f) the Content does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data; (g) the Content does not contain any material that, as a condition of use, requires additional license restrictions such as requiring the publication of source code or Content that limits commercial exploitation of Incorporated Content; and (h) all factual assertions that Customer has made and will make to us are true and complete. Customer agrees to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this agreement.

4. Determining Type of Content.

Visiolla implements and maintains business practices which enable us to accurately categorize Content that we represent. If Visiolla makes an error in good faith, however and consequently exceed our license rights, Customer's sole and exclusive remedy will be for us to take all reasonable steps to promptly correct the error as soon as Visiolla become aware of the error.

III. VISIOLLA WEBSITE’S  END USER LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE VISIOLLA WEBSITE OR AFFILIATE'S SITE, ALONG WITH ANY ACCOMPANYING DOCUMENTATION, AND THE TERMS AND CONDITIONS OF THE VISIOLLA SERVICES.

YOUR USE OF VISIOLLA SERVICES MEANS THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS YOU SHOULD NOT USE THE VISIOLLA SERVICES.

1. LICENSE TO WEBSITE.

Visiolla Website are copyrighted and protected by law and international treaty. You may use the Website for Your personal, non-commercial internal use only, unless specifically licensed to do otherwise by Visiolla. This is a license, not a transfer of title, and You may not nor permit anyone else to (a) modify the Website or use either for any commercial purpose or public display, performance, sale or rental; (b) de-compile, reverse engineer, or disassemble, modify, or create derivative works based on Visiolla Website, Service or the associated documentation in whole or in part; (c) remove any copyright or other Visiolla proprietary notices; (d) mine, hack, spider, or survey the Website or Service; (e) use the Service for market research, including buying an item you post or similar activity; (f) copy any proprietary information or ideas; (g) transmit spam, bulk or unsolicited communications; (i) pretend to be Visiolla or someone else, or spoof Visiolla's or someone else's identity; (h) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (j) misrepresent Your affiliation with a person or entity; (k) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; (l) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; (m) collect or store personal data about other users unless specifically authorized by such users; or (n) collect or store Website data for any other purpose except as explicitly allowed herein.

You agree to prevent any violations of these Terms, including the licensing terms for the Visiolla Website, or Service. Any violation of Terms, including the licensing terms above can lead to account cancellation and a revocation of all licenses.

2. OWNERSHIP.

All Visiolla information on the Website is copyrighted proprietary material of Visiolla and may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without Visiolla's prior written permission. Except as expressly provided herein, Visiolla and its suppliers do not grant any express or implied right to You under any patents, copyrights, trademarks, or trade secret information of Visiolla or its suppliers.

3. ACCOUNT INFORMATION.

In consideration of Your use of Website, You agree to: (a) provide accurate, current, and complete Customer account information about You as may be prompted by the registration and/or login form on the Website (the "Registration Data"); (b) maintain the security of Your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to Visiolla, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with Website.

4. CONTENT SUBMITTED TO VISIOLLA.

Visiolla does not claim ownership of the Content You place on the Website and shall have no obligation of any kind with respect to such Content. Any Content You provide in connection with this Website shall be deemed to be provided on a non-confidential basis.

5. TERMINATION OF THIS LICENSE.

Visiolla may terminate this license at any time if You are in breach of these terms and conditions of use, as judged in its sole discretion. Termination of this license is in addition to its other rights and remedies available at law or equity and those rights are reserved. Upon such termination You must and agree to immediately destroy all of the accompanying documentation.

IV. GENERAL TERMS APPLICABLE TO ALL CUSTOMERS AND OTHER PARTIES USING VISIOLLA IN ANY WAY

1. INDEMNITY.

You agree to indemnify and hold Visiolla and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, employees and representatives ("Visiolla Parties") harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to, or arising out of Your Content, Your use of or connection to the Website (including any use by You on behalf of Your employer), Your violation of the Terms, or Your violation of any rights of another.

2. MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS.

Visiolla reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to them, with or without notice. Visiolla may also delete, or bar access to or use of, all related information and files. Visiolla will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information. Visiolla may amend these Terms at any time without notice, as all terms and conditions will be posted on this URL and should be consulted by You prior to use.

3. DISCLAIMER OF WARRANTIES.

YOUR USE OF THE WEBSITE ARE AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED ABOVE), ARE PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. VISIOLLA DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. VISIOLLA MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE OR CLIENT APPLICATION.

VISIOLLA MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

VISIOLLA MAKES WARRANTIES EITHER EXPRESS OR IMPLIED IN CONJUNCTION WITH ANY CONTENT PUBLISHED AT VISIOLLA. VISIOLLA WILL NOT BE LIABLE TO A CUSTOMER OR ANY OTHER THIRD PARTY CLAIMING THROUGH IT FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THE USE OF EITHER THE VISIOLLA WEBSITE OR ANY CONTENT PUBLISHED AT VISIOLLA, WHETHER FRAMED AS A BREACH OF WARRANTY, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE.

VISIOLLA DOES GUARANTEE THE ACCURACY OR COMPLETENESS OF SPECIFICATIONS ASSOCIATED WITH THE CONTENT, INCLUDING BUT NOT LIMITED TO, MEASUREMENTS, WEIGHT, DURABILITY, STRENGTH, MATERIALS, GENERAL PHYSICAL PROPERTIES, GENERAL CHEMICAL PROPERTIES, REGULATORY COMPLIANCE, OR OTHER ENGINEERING OR CONSTRUCTION ATTRIBUTES.

YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF THE WEBSITE OR BY OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

4. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE VISIOLLA PARTIES SHALL NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THECLIENT APPLICATION OR WEBSITE, EVEN IF THE VISIOLLA PARTIES HAVE PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.

TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

OTHER TERMS GENERALLY APPLICABLE TO ALL.

A. The Terms constitute the entire agreement between You and Visiolla relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by an authorized Visiolla representative. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use Visiolla or third-party products or services.

B. You agree that any material breach of these Terms will result in irreparable harm to Visiolla for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Visiolla will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Visiolla seeks such an injunction.

C. Services, Content, and product derived or obtained from this Website may be subject to the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, re-export, or import authorizations required by Your local laws; (b) not use Services, Content, or direct product from this Website to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct product from this Website to prohibited countries and entities.

D. You agree to refrain from the practice commonly referred to as "deep linking" whereby You use the Content from Visiolla with any other web site via active linking or data mining.

E. Creation or use of third party websites, applications, or other software for purposes of copying and transferring Visiolla product information is prohibited without written permission from Visiolla.

F. Visiolla reserves the right to change the terms of this agreement with or without notice at any time.

H. Visiolla Customer account may only be used by the licensee. They may not be transferred or accessed by any other party without the explicit written permission of Visiolla.

I. All Visiolla For Sale Content is provided using the following software and data formats:

• All models created with 3DS MAX
• Materials and Rendering with Vray