END-USER LICENSE AGREEMENT FOR CG-PROJECTS PRODUCTS (EULA)

The following sets forth the terms and conditions of use of the CG-Projects Content and governs the relationship between CG-Projects Cía. Ltda. as Licensor and the end-user of CG-Projects Products as Licensee.

1. Definitions

For the purposes of the present License Agreement, the terms and the phrases listed bellow shall have the following meaning:

 

a.CG-Projects (CG-Projects.com), a limited liability company, duly incorporated and existing under the laws of Republic of Guatemala, with seat and registered address in Avenida Las Americas, 20-30 Area 13, Guatemala City, registered under the Superintendencia de Acción Tributaria (SAT) under VAT No 48974013. CG-Projects is a producer of Content within the meaning of Guatemalan Copyright and Related Rights Act with respect to the CG-Projects Content.

b.“CG-Projects Products” are CG-Projects Content.

c.“CG-Projects Content” is a Content organized as a catalog of three-dimensional models of original interior design products (including but not limited to furniture, accessories, lamps, carpets, etc.), which are created by CG-Projects.

d.In this Agreement:“you” or the “Client” or the “End-user” means you or, if you are accepting on behalf of your employer or member account entity, then “you” means that employer or entity and affiliates; “CG-Projects” or “we” means CG-Projects Cía Ltda., operator of the Site; and “Content” means any 3d file, image or any media or other material that you are downloading from the Site, together with any accompanying material. “Computer” is an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.

2. License Terms

a. We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, it is a prohibited activity or use.

b. You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in products for resale, license or other distribution, or if the original Content has been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law, and where the primary value of such transformed or derivative work is not recognizable as the Content nor is the Content capable of being downloaded, extracted or accessed by a third party as a stand-alone file. For example, you may not superficially modify the Content and sell it to others for use, reproduction or re-sale.

c. Only you are permitted to use the Content, although you may transfer files containing Content or Permitted Derivative Works to your clients, computers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide. You may install and use the Content in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number of times. You may physically transfer the Content and its archives from one location to another, in which case you may use the Content at the new location instead.

3. Permitted Uses

Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:

a. Advertising and promotional projects, such as CG visualizations, multimedia presentations, including film and video, commercials, broadcast, and theatrical presentations;

b. Entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters;

c. On–line or electronic publications, including web pages and/or internet broadcast;

d. Prints, posters, catalogues, brochures (i.e. a hardcopy) and other;

e. Any type of personal projects and/or artwork;

f. Any other uses approved in writing by CG-Projects;

If there is any doubt as to whether a proposed use is a Permitted Use, you should contact CG-Projects for guidance.

4. Prohibited Uses

You may not do anything with the Content that is not expressly permitted in the preceding Permitted Uses section. For greater certainty, the following are “Prohibited Uses” and you may not:

a. Use the Content in applications intended for resale;

b. Incorporate the Content in any product that results in a re-distribution or re-use of the Content or is otherwise made available in such a manner that a person can extract or access or reproduce the Content as an electronic file;

c. Remove any notice of copyright, trade-mark or other proprietary right from any place it has been fixed on or embedded in the Content;

d. Sub-license, re-sell, rent, lend, assign, give away or otherwise transfer or distribute the Content or the rights granted under this Agreement;

e. Install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;

f. Use or display the Content in an electronic format that makes it possible for it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;

5. Activation of and Access to the CG-Projects Products

a. In order to use the CG-Projects Products the end-user shall:

  • Have a registration in CG-Projects.com;
  • Purchase any of the 3d models available on the website CG-Projects.com;
  • Agree with the present License Agreement;
  • Pay the charge applicable to the respective Product(s).

b. The end-user’s purchasing request shall be submitted by the consecutive performance of the following actions:

  • Choosing a 3d model(s) by clicking on the “Add to shopping cart” virtual button;
  • Choosing a method of payment and entering of invoice information (if applicable);
  • Review of the information filled in the registration form;
  • Confirmation of the purchasing request through the button “Place order”.

c. CG-Projects immediately confirms the receipt of the payment by sending a communication to the end-user’s email address.

6. Duration

The term of this License Agreement shall commence on the date of its conclusion and shall remain in full force for any future use of the Content, which is paid and/or downloaded by the end-user from CG-Projects.

7. Termination and Rescission

In case of termination or rescission of the present License Agreement, the end-user shall immediately cease the use of the CG-Projects Products and shall be obliged to erase all copies of CG-Projects Products made.

8. Amendment to the Present License Agreement

a.As far as the services and products of CG-Projects are various and permanently increasing and modifiable with a view to their improving and widening, as well as in accordance with the changes in the applicable law, the present License Agreement may be amended unilaterally by CG-Projects. Further amendments to the present License Agreement shall not affect any Content, which is already paid/prepaid/downloaded by the end-user without his/her prior consent.

b.Updates of the CG-Projects Products may be granted to the end-user under additional or different terms.

9. Rights and Obligations of the End-User

The end-user undertakes:

a.To pay the charges for the corresponding 3d model(s), chosen by him/her;

b.Not to share free, resale, copy, multiply, distribute, modify or use CG-Projects Products in any other way which is in violation of the present License Agreement;

c.When using the CG-Projects Products the end-user is obliged:

d.To observe the applicable law, the present License Agreement and the rules of morality and good faith;

e.Not to breach material or non-material rights of third parties, including intellectual property rights over any of the components or elements, included in the CG-Projects Products;

f.Not to perform and not to try to attain unauthorized use of the CG-Projects Products.

10. Intellectual Property Rights

a. CG-Projects exclusively owns or is entitled to grant any intellectual property right over the CG-Projects Products.

b. The law protects CG-Projects Content as well as the original interior design products, reproduced in the CG-Projects Content as three-dimensional models. Except as expressly stated herein, this License Agreement does not grant to the end-user any intellectual property rights over the CG-Projects Products or over any original interior design products included in the CG-Projects Content. CG-Projects or the respective owner of the intellectual property rights over original interior design products, included in the CG-Projects Content, reserves all rights not expressly granted.

11. Conclusion of the License Agreement.

a. By completing the payment and/or free downloads pages and clicking on the button “Place order” or “Download models now”, the end-user performs an electronic statement within the meaning of the Electronic Document and Electronic Signature Act and declares that he/she is acquainted with the License Agreement, accepts its terms and conditions and undertakes to observe it. The electronic statement, by its storage on the CG-Projects server through a generally accepted standard for technical transformation that makes possible its reproduction, gains the capacity of an electronic document within the meaning of the quoted act. CG-Projects may store in log-files on its server the end-user’s IP address, as well as any other information necessary for the identification of the end-user and for the reproduction of his/her electronic statement of acceptance of the present License Agreement in case a legal dispute arises . The end-user may correct the information, which he/she filled in the payment/download pages and forms before the performance of the statement under the present paragraph.

b. All payments and/or content downloads performed on CG-Projects.com and the statement under paragraph 14 above shall be performed by the legal representative of the end-user – legal entity.

c. The License Agreement shall take effect at the moment when the consent is expressed as described under paragraph 14 above. The License Agreement shall be concluded in English.

d. CG-Projects shall confirm the receipt of the statement under paragraph 14 above by sending a communication to the end-user’s email address filled in the payment/download form(s). The communication shall include:

  • The name, registered address and contact details of CG-Projects;
  • Hyperlink to the text of the present License Agreement;
  • The charge for the requested 3d model(s), including all taxes;
  • The arrangements for payment and performance;
  • Information on after-sales services and guarantees, which exist (if any);

e. The payment request shall not impose obligation on CG-Projects in cases where the email address of the end-user filled in the registration/payment form is wrong, incorrect or incomplete or where CG-Projects has not received a valid payment of the charges applicable to the respective Content.

12. Liability

a. CG-Projects makes no representations or warranties whatsoever, as to the legality or validity of your use of the content. The content and accompanying materials (if applicable), are provided “AS IS” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose.

b. CG-Projects grants no rights and makes no representations or warranties with respect to the use of any names, trademarks, copyrighted designs or works in the content. It is your responsibility to make sure that all necessary rights, consents, or permissions that may be required for your use of any content are obtained.

c. CG-Projects does not guarantee that the content, CG-Projects website(s), or other materials, will meet your requirement or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the content is assumed solely by you.

d. In no event shall CG-Projects total aggregate liability to you, or to any third party claiming through you, arising out of or in connection with your use of or inability to use the CG-Projects website and/or content exceed the monetary amount actually received by CG-Projects from you for your use of the applicable content. Neither CG-Projects nor any of its managers, employees, members or suppliers shall be held liable by you or by any other person or entity for any damages, costs or losses arising out of your use of the content, even if CG-Projects has been advised of the possibility of such damages, costs or losses.

e. The CG-Projects products may allow access to third parties’ websites. CG-Projects is not liable for the content of these websites, the availability and the quality of the goods and the services provided through these websites or the performance of all undertaken obligations, pertaining to their provision, as far as the actions of the third parties are not under the CG-Projects control.

13. Force Majeure

Non-performance of the obligations by either party under this License Agreement, other than payment of money, shall be excused if the performance of such obligations is prevented or delayed due to any act or cause beyond the control of the non-performing party, and where such act or cause could not have reasonably been foreseen and avoided by such party; and provided that such breaching party shall promptly notify the other party of the existence of such cause and shall at all times use the best efforts to resume and complete the performance promptly.

14. Written Form

The written form shall be considered accomplished by sending an e-mail, clicking on a virtual button in web page, clicking on a check-box in the website CG-Projects.com or similar actions, as far as the statement is technically stored in a way that allows for its reproduction.

15. Applicable Law

a. The present License Agreement shall be governed by and construed in accordance with the laws of the Republic of Guatemala.

b. For all matters not explicitly provided for by the present License Agreement, the provisions of the General Terms and Conditions of CG-Projects.com and of the Guatemalan legislation currently in force shall apply.

c. This License Agreement shall not prejudice the statutory rights of any party dealing as consumer.

16. General Provisions

a. You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Rules for using CG-Projects.com and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

b. CG-Projects failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

c. This Agreement is personal to you and is not assignable by you without CG-Projects prior written consent. CG-Projects may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

d. If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

e. The parties agree that in case some of the clauses of the present License Agreement are found to be invalid, this shall not entail invalidity of the License Agreement, its clauses or other parts of the contract. The invalid clause shall be substitute by the imperative rules of the applicable law or the established practice.

f. You agree to pay and be responsible for any and all sales taxes, usage fees, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.

g. The present License Agreement shall be governed by and construed in accordance with the laws of the Republic of Guatemala. For all matters not explicitly provided for by the present License Agreement, the provisions of the General Terms of Use of CG-Projects.com presently in force shall apply. This License Agreement shall not prejudice the statutory rights of any party dealing as consumer.

h. All disputes and claims, arising from this License Agreement or related to it, including those arising from or connected to its interpretation, validity, performance or termination, as well as disputes concerning the filling of gaps in this agreement or its adaptation to newly established facts, shall be referred for resolution to the Arbitration Court at the Cámara de Comercio de Guatemala. The language of the proceedings shall be English, but names and institutions in their languages.

 

Acknowledgement

 

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF CG-PROJECTS AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND CG-PROJECTS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND CG-PROJECTS RELATING TO THE SUBJECT OF THIS AGREEMENT.
IN THE EVENT THAT YOU BREACH ANY OF THE TERMS OF THIS OR ANY OTHER AGREEMENT WITH CG-PROJECTS, CG-PROJECTS SHALL HAVE THE RIGHT TO DEACTIVATE YOUR ACCOUNT WITHOUT FURTHER NOTICE. SUCH DEACTIVATION SHALL BE IN ADDITION TO CG-PROJECTS OTHER RIGHTS AT LAW AND/OR EQUITY. CG-PROJECTS SHALL BE UNDER NO OBLIGATION TO REFUND ANY FEES PAID BY YOU IN THE EVENT THAT YOUR ACCOUNT HAS BEEN TERMINATED BY REASON OF BREACH, ANY SUCH BREACH OR BREACHES.
YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING THE CONTENT ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES.