Content License Agreement

Although we've tried to keep it to the basics, in order to use legally-binding language, Content License Agreements can seem convoluted and exhausting. Because of that, we've provided some legalese "translations", highlighted in blue, throughout the document. These notes are intended to help you understand the language used in the agreement, but we do want you to read the agreement in its entirety before accepting.

This Agreement governs the terms by which subscribers to Posevault.com obtain the right to use stock 3D model images and other content provided by Posevault.com.

By downloading our provided content, either free or paid, you accept this Agreement for yourself or on behalf of your employer, as the subscribing account holder, and agree to be bound by its provisions.

If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.

DEFINITIONS

"Content" means any downloadable illustrations, graphics, or other visuals licensed by Posevault under the terms of this Agreement, individually or as a whole.

“Revenue” means all revenue generated, as recognized by Posevault.com, directly by the purchase of Content.

“We,” “us,” “our” means Posevault.com; and

“You”, "Subscriber" or "Client" means you or, if you are accepting on behalf of your employer or member account entity, that employer or entity.

LICENSE TERMS

We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below).

PERMITTED LICENSE USES

You may only use the Content for the purpose of creating substantially modified derivative works, which may then be used for any personal or commercial purposes, as permitted by law.

Content may not be used for any purpose unless the product of the original Content has been 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 (satisfaction of these conditions will constitute the work as a "Permitted Derivative Work" for the purposes of this agreement).

You can use pose reference images as a basis for derivative work and redistribute the final product either for free or commercially as long as the original image is no longer recognizable. Using the image as reference for a drawing, tracing or painting over the image, or as part of a substantial photo-manipulation = awesome. Slapping a Photoshop filter on an original pose-reference image and sticking it on a tshirt, mug, poster, template, etc = no go.

You also may not redistribute the original image in any way, or allow it to be extracted from your product (for instance, as a layer in a PSD you offer for download), because downloading our work and then competing with us by redistributing our content is kind of a crappy thing to do.

Unless the activity or use is a Permitted Use, it is strictly prohibited. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Posevault.com or the supplier of the Content, as the case may be.

SEAT RESTRICTIONS (Who gets to use the Content?)

For "Artist" level subscriptions, only the account holder is allowed to access, download, transfer, store, and use downloaded Content. You may not make Content, unless modified into a Permitted Derivative Work, available to other individuals or entities. You are entitled to utilize the Content an unlimited number of times, although subscription downloads are limited to protect server resources and ensure permitted use.

For "Professional" level subscriptions, multiple affiliated users are authorized to access, download, transfer, store and use downloaded Content. You may not make Content, unless modified into a Permitted Derivative Work, available to other unaffiliated individuals or entities. Affiliated users are entitled to utilize the Content an unlimited number of times, although subscription downloads are limited to protect server resources and ensure permitted use.

Abuse of download limits may result in termination of membership, without refund, without notice and at the discretion of Posevault.com.

Your account is for you and you only, unless your group or the company you work for has purchased a Professional level subscription. Professional level subscriptions are intended for legally affiliated groups, such as design companies, to share their resources under a single umbrella.

Artist level subscribers may not share their member account information to other parties, or redistribute downloaded Content. Professional level subscribers may not share their member account information or distribute downloaded Content outside the affiliated group that has entered into this legally binding agreement.

Download limits have been put into place to protect server resources and prevent subscribers from posting their account information on forums or distributing it to their friends. Because Professional subscribers have purchased multi-seat access (the ability to share the account among multiple individuals) the download limits are substantially higher than you would receive with the Artist Plan.

The download limits are generous on both plans, and should not interfere with average use. However, if you find your download needs exceed your plan, you can upgrade your account at any time.

TERMS OF AGREEMENT

This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Posevault.com if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Posevault.com in writing that you have complied with these requirements.

This agreement is not only in force for the duration of your subscription. It continues to be legally binding as long as you have any Content in your possession, including any backups or images not modified substantially enough to be considered Permitted Derivative Work.

POSEVAULT.COM INDEMNIFICATION AND LIMITATION OF LIABILITY

Standard Cover Your Butt stuff, intended to protect both you and us from possible lawsuits or other legal action.

(a) Provided that the Content is only used in accordance with this Agreement and you are not otherwise in breach of this Agreement and as your sole and exclusive remedy for breach of the representations and warranties set forth above, Posevault.com shall defend, indemnify and hold harmless you, your parent, subsidiaries and affiliates and respective directors, officers and employees from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Content by you is in breach of the representations and warranties set forth above. The foregoing states Posevault.com's entire indemnification obligation under this Agreement.

(b) The indemnification set out above is conditioned on your prompt notification in writing to Posevault.com of such claim and our right to assume the handling, settlement or defence of any claim or litigation. You agree to cooperate with Posevault.com in the defense of any such claim or litigation and shall have the right to participate in such litigation at your sole expense. Posevault.com shall not be liable for legal fees and other costs incurred prior to the notice of the claim.

(c) IN NO EVENT SHALL POSEVAULT.COM OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE.

(d) NOTWITHSTANDING ANY OTHER TERM HEREIN, POSEVAULT.COM SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFCATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN WHICH THE CONTENT IS USED BY YOU.

(e) NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF POSEVAULT.COM UNDER THIS AGREEMENT AND ANY OTHER AGREEMENT UNDER WHICH YOU HAVE LICENSED THE SAME CONTENT, REGARDLESS OF THE FILE SIZE, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER AND THE OBLIGATION OF POSEVAULT.COM AS STATED IN THIS AGREEMENT SHALL BE LIMITED TO AN AGGREGATE OF TEN THOUSAND ($10,000) US DOLLARS. FOR GREATER CLARITY, POSEVAULT.COM'S LIABILITY TO YOU IN RESPECT OF THE CONTENT SHALL NOT EXCEED TEN THOUSAND ($10,000) US DOLLARS REGARDLESS OF THE NUMBER OF TIMES THAT YOU LICENSE THE SAME CONTENT FROM POSEVAULT.COM.

(f) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOUR INDEMNIFICATION

You agree to indemnify, defend and hold Posevault.com, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Posevault.com Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Posevault.com Party as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this Agreement.

GENERAL PROVISIONS

(a) Posevault.com's 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.

(b) This Agreement is personal to you and is not assignable by you without Posevault.com's prior written consent. Posevault.com may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

(c) 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.

(d) You agree to pay and be responsible for any and all sales taxes, use taxes, 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.

CONTACT

If you have concerns relating to this Agreement, please contact Posevault.com at admin@posevault.com.

ACKNOWLEDGEMENT

BY DOWNLOADING CONTENT FROM POSEVAULT.COM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF POSEVAULT.COM 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 POSEVAULT.COM, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND POSEVAULT.COM RELATING TO THE SUBJECT OF THIS AGREEMENT.