The Foundry Content Sharing Service

TERMS OF USE

January 29, 2014

AGREEMENT TO ABIDE BY THESE TERMS OF USE

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE FOUNDRY ("The Foundry") THAT GOVERNS YOUR USE OF The Foundry’s CONTENT SHARING SERVICE (“Content Sharing Service”) LOCATED ON OUR WEBSITE (“Site”). THESE TERMS OF USE - TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF The Foundry’s RULES AND POLICIES - CONSTITUTES COLLECTIVELY THE AGREEMENT BETWEEN YOU AND The Foundry AS TO THE Content Sharing Service (“Agreement”), INCLUDING ADDING CONTENT TO AND DOWNLOADING CONTENT FROM OUR Content Sharing Service. IN ORDER TO USE OUR Content Sharing Service, YOU MUST CLICK "AGREE," BELOW. IF YOU DO NOT AGREE TO THIS Agreement IN ITS ENTIRETY WITH NO CHANGES, YOU ARE NOT AUTHORIZED TO USE THE Content Sharing Service OR ANY CONTENT.

The Content Sharing Service allows Modo® users in the The Foundry community to access, use, and rate certain shared Content through the Site, but only in accordance with this Agreement. “Content” means any and all Presets (in their variety), scripts, configuration files, and other assorted images and meshes made available by The Foundry through its Site.

You must register to use The Foundry’s Content Sharing Service. Only persons at least 18 years old may register. You must provide us with accurate, current, and complete information, as prompted, when registering and at other points as may be required in the course of using the Content Sharing Service.

You understand that by using the Content Sharing Service, you may encounter Content that you may consider to be offensive, indecent, or otherwise objectionable, which Content may or may not be identified as having explicit material. If you object to any Content, do not use the Content or the Content Sharing Service.

When you use the Content Sharing Service or send e-mails to us, you are communicating with us electronically. You agree to receive communications from us electronically, either by email or by posting notices on our Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically via e-mail or by posting notices on our Site satisfy any legal requirements that such communications be in writing.

The Foundry respects the intellectual property rights (including patent rights, copyrights, trademarks, database rights and all other intellectual property rights (“IP”)) of others, and welcomes notification about Content that may be unauthorized or inappropriate. In certain circumstances, and in our sole discretion, we may but are not required to terminate the rights of any user to use the Content Sharing Service (and/or our other parts of our Site) who infringes the IP of others. If you believe that a user of our Site or Content Sharing Services has infringed your IP or that of another (e.g., by uploading Content to which such user did not have sufficient IP), please see our policy for complying with the requirements of the Online Copyright Infringement Liability Limitation Act at:
[Copyright / IP Policy].

DISCLAIMER OF WARRANTIES. The Content Sharing Service and all content are provided on an “as-is” basis, with no representations or warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, accuracy, fitness for a particular purpose, title, non-infringement, quiet enjoyment, and quiet possession. The Foundry makes no representations or warranties that its Site, Content Sharing Service, or the information, Content, materials, services, or products available on its site, its servers, or that email sent from The Foundry will: (i) be uninterrupted, (ii) be free of defects, viruses, inaccuracies, errors, or other harmful components, (iii) meet your requirements, or (iv) operate in the configuration or with other hardware or software that you use.

LIMITATIONS OF LIABILITY. To the maximum extent permitted by law, The Foundry shall not be liable for any direct, special, incidental, indirect, reliance, foreseeable, punitive or consequential damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, personal injury, loss of privacy, failure to meet any duty including of good faith or reasonable care, negligence, and any other pecuniary loss arising in connection with the Site, the Content Sharing Service, any Content, or this Agreement, even in the event of the fault, tort (including negligence), or strict liability of The Foundry, and even if we have been advised of the possibility of such damages. You assume all risk when downloading or using any Content and/or the Content Sharing Service.

Subject to our privacy policy, we may retain records of your use of the Content Sharing Service for internal product development or marketing purposes.

DOWNLOADING CONTENT

You must be a registered modo user to download content from the Site. The Foundry reserves the right, all for any or no reason at any time without notice, to: (i) exclude anyone from using the Content Sharing Service, (ii) change these Terms Of Use, (iii) change the features, functionality and appearance of its site and/or the Content Sharing Service, or (iv) discontinue the Content Sharing Service. You are responsible for reviewing periodically these Terms of Use for any changes.

Subject to the Agreement, The Foundry grants to you a royalty-free, perpetual, non-exclusive, world-wide license (or sublicense, as the case may be), to manually (but not automatically) access the Sharing Service to (i) copy, but not to redistribute, publish, display, perform, sell, license or sublicense, any Content, and (ii) to make derivative works of Content, but only to create: (a) 2D rendered "final images" or “movie files” and distribute and sell those derivative works of art (b) "real time 3D assets" that are part of a game or multimedia production that you distribute, but not to sell or re-distribute such Content individually unless the derivative work is materially different than the original content. The Foundry shall have the sole right, in its absolute discretion, to determine in each instance whether a derivative work is materially different from the original Content. No portion of the Content Sharing Service may be reproduced in any form or by any means.

UPLOADING CONTENT

The Content Sharing Service is intended to allow users to use Content provided not only by The Foundry, but also by other registered users (each such contributing user, an “Author”). The Author has the right to have his, her or its Content removed upon request to content webmaster contact form.

By uploading or contributing Content to the Content Sharing Service, each Author grants to The Foundry a royalty-free, perpetual, non-exclusive, assignable, world-wide license to use, copy, display, perform, publish, create collective works, distribute, license, sublicense (to other users, as set forth in the “Downloading Content,” above, and others through multiple tiers); and create derivative works of all or any part of the Uploaded Content for any purpose reasonably related to the Content Sharing Service. Authors and their respective Content may be rated by other users, and Authors acknowledge and agree that The Foundry has no obligation to edit, accept, reject or otherwise control such ratings. The Foundry may but is not required to attribute or display credits to Authors their respective Content.

By uploading or contributing Content to the Content Sharing Service, each Author represents, warrants, and agrees as follows. (i) Author has all right, title and interest (including but not limited to all IP) to all Content that Author uploads to the Content Sharing Service (“Uploaded Content”); (ii) the Uploaded Content does not contain any (a) back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of a person other than The Foundry or (b) any virus, Trojan horse, worm, or other code or components designed to permit unauthorized access to disable, erase, or otherwise harm software, hardware, or data; (iii) the Uploaded Content or its use does not infringe any third-party IP anywhere in the world; and (iv) the Uploaded Content is not pornographic, an inappropriate display of a minor, an advertisement, illegal, libelous, defamatory, or slanderous.

The Foundry is not responsible for lost Content or for any errors caused by its parsing of or modifying any Content. The Author should keep a backup of the original Content. The Foundry has the right to make minor enhancements to Content in order to make the download process easier.

The Foundry reserves the right not to post or publish any Content or other materials, and to delete, remove or edit any Content or other material, at any time in its sole discretion without notice or liability. In no event will The Foundry be liable for the removal of or disabling of access to any such Content or materials under this Agreement. We may also impose limits on the use of or access to certain features or portions of the Content Sharing Service, in any case and without notice or liability.

This Agreement and all matters related to the Site are governed by California law, without giving effect to its conflict of law principles. No The Foundry employee individually is authorized to vary any of these Terms of Use or this Agreement.

Last updated: January 29, 2014