Project-CGI.com License Agreement

Last Updated: 02.06.2023

This license agreement ("Agreement") is between you ("you", a "User" or "Subscriber") and Project-CGI.com ("Project-CGI") and describes how you can use Project-CGI's computer-generated content, including, without limitation, digital still photography, HDRI domes, video clips, audiovisual content, VR content, and other related media (collectively "Content") that you download from the Project-CGI website (the "Platform"). By downloading any Content, you accept the terms of this Agreement, the Platform Terms of Use, and the subscription plan you select.

Licenses to Use Content

Project-CGI offers users the ability to license Content through the Platform via several different subscription options, including Free, Personal, Pro, and Enterprise, each with its own set of rights and restrictions as described on the subscription page and as subject to the license provisions set forth below. Additional subscription options may be offered.

Each license under an applicable subscription plan grants the user a worldwide, non-exclusive, non-sub-licensable, non-transferable, and perpetual royalty-free license to reproduce, distribute, publish, transmit, and display, in whole or in part, the Content, and create derivative works from the Content in any and all media for all legal purposes other than those uses prohibited by the restrictions below:

- **Free and Personal Licenses**: These include access to Project-CGI's entire collection of Content for your personal and portfolio uses only. Commercial use of Content licensed under a Free or Personal License subscription plan is prohibited. If you want to use Content licensed under a Free or Personal License for commercial purposes, you must re-download the applicable Content after upgrading to a subscription plan that includes commercial use.

- **Pro and Enterprise Licenses**: These are for both personal and commercial uses, subject to the limitations set forth in the subscription plan you choose and the restrictions below.

License Restrictions

1. **No Standalone File Use**: You may not make the Content available (separate from its incorporation in any work) in any medium accessible by persons other than authorized Users; or make the Content available in a manner intended to allow or invite a third party to download, extract, redistribute, or access the Content as a standalone file.

2. **No Unlawful Use**: You may not use the Content for any pornographic, political, defamatory, or otherwise unlawful purpose, whether directly or in context or juxtaposition with other material or subject matter.

3. **No False Representation of Authorship**: You may not falsely represent, expressly or impliedly, that you are the original creator of a work that derives a substantial part of its artistic components from the Content.

4. **No Trademark Use**: You may not incorporate the Content into a logo, corporate ID, trademark, or service mark.

5. **No Sensitive Use without a Disclaimer**: If Content featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, you must accompany each such use with a statement that indicates that: (i) the Content is being used for illustrative purposes only; and (ii) any person depicted in the Content, if any, is a model.

6. **No Competing Use**: You may not use Content to compete with Project-CGI or create a library of content for distribution.

7. **Electronic Template Use or On-Demand Product Use**: You may not include the Content in an electronic template for use by third parties on electronic or printed products, cut files, digital scrapbooking, or digitized embroidery files intended for multiple distributions; or use or display the Content on websites (such as Café Press or Zazzle) or in any other medium designed to induce or involving the sale, license, or other distribution of "on-demand" products (e.g., products in which Content is selected by a third party for customization of such product on a made-to-order basis, including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers, or wallpapers on mobile telephones, or similar items, including through the sale of custom design websites).

8. **NFTs**: You may not use any Content in connection with an immutable digital asset intended for sale or distribution (such as a non-fungible token).

9. **No Machine Learning, AI, or Biometric Technology Use**: You may not use Content (including any caption information, keywords, or other metadata associated with content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons.

Others Who May Access and Use the Content

You may permit subcontractors to use Content licensed to you for the preparation of the final work product that incorporates the Content, provided that such subcontractors agree to abide by the provisions of this Agreement. You may license Content on behalf of a third-party client ("Client") provided you identify the Client upon request and represent and warrant that: (i) You are authorized to act as an agent on behalf of the Client and you have full power and authority to bind the Client to this Agreement; and (ii) if the Client subsequently disputes such power or authority, you shall be liable for any failure of the Client to comply with the terms of this Agreement.

Seat License

Each user is required to have a unique password and user ID to access the Content on the Platform. You must purchase additional seat licenses from Project-CGI for any additional person to access the Content.

Credit and Intellectual Property

No ownership or copyright in any Content shall pass to you by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Project-CGI grants you no right or license, express or implied, to the Content. You may not assert any right to revenue from a collecting society in respect of photocopying, digital copying, or other secondary uses of the Content contained in a work incorporating the Content. You must notify Project-CGI if you become aware of any unauthorized use of the Content.

License and Subscription Payment

No licenses are granted until payment of Project-CGI’s license or subscription fee is received in full. Unless credit terms have specifically been agreed to directly between Project-CGI and you, payment of fees (or Project-CGI's invoices if applicable) must be received prior to the publication or other use of any Content. You agree to pay Project-CGI a service charge of 1.5% per month on any unpaid balance after the first use of the Content. Any disputes concerning any invoice must be submitted in writing within 10 business days of the invoice date, or you shall be deemed to have accepted the invoice as issued. You are responsible for paying any collection fees charged to Project-CGI to collect past due amounts.

Subscriptions are billed to you either monthly or annually, depending on the subscription plan you pick, on the date of purchase and subsequently on a renewal date until cancelled. "Renewal Date" means the calendar day of the month as noted on the subscription order. A subscription will be automatically renewed for consecutive subscription terms unless cancelled at least 48 hours before the Renewal Date to avoid being charged for the next subscription period. If you cancel your subscription after the applicable Renewal Date, it will not take effect until the end of the following subscription period. All fees are exclusive of any applicable sales, use, withholding, or other transactional taxes, which are your sole responsibility.

Term

The term of your subscription will continue according to the subscription plan purchased so long as your fees are paid on time. If your subscription expires you shall have no further right or authorization to download and use any additional Content from the Platform.

A download limit may be put in place per product/subscription. This limit may change at any time and without notice. The license contained in this Agreement will terminate automatically without notice from Project-CGI if you fail to comply with any provision of this Agreement. Upon written notice of such termination from Project-CGI (email to suffice), you must immediately (i) stop using the Content, (ii) delete or remove the Content from your premises, computer systems, back-ups, and storage (electronic or physical).

Revocation

Project-CGI reserves the right to revoke the license to use any Content for good cause and may elect to replace such Content with alternate Content. Upon notice of any revocation of a license for any Content, you shall immediately cease using such Content, shall take all reasonable steps to discontinue use of the revoked Content in products that already exist, and shall inform all end-users and clients of same. The replacement Content is subject to the terms and conditions of this Agreement.

Warranty and Limitation of Liability

Project-CGI warrants that: (i) the Content will be free from defects in material and workmanship for thirty (30) days from delivery and your sole and exclusive remedy for such breach is the replacement of the Content; (ii) it has all necessary rights and authority to enter into and perform this Agreement.

DIGITAL FILES ARE PROVIDED "AS IS." PROJECT-CGI MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF CONTENT, OR COMPATIBILITY WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT, OPERATING SYSTEM, OR SOFTWARE PROGRAM. PROJECT-CGI MAKES NO REPRESENTATION OR WARRANTIES THAT THE USE OF THE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE.

PROJECT-CGI SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS, OR LOSSES ARISING OUT OF YOUR USE OF THE CONTENT, OR OTHERWISE, EVEN IF PROJECT-CGI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS, OR LOSSES. PROJECT-CGI'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH