Rules

This Terms of Use for Customers is effective from 08/10, 2019

Please read these Terms of Use carefully before continuing and accepting it.

Marus Holding Limited (hereinafter - “we”, "our", “us”, “Marus Holding”) is a Hong-Kong company that operates the service “3dsky” that allows authors of 3D models to share their works and sell them to customers who wish to buy access to 3D models via the Service.

This document is the official public offer addressed to an indefinite scope of persons for the purpose of entering into an agreement under the terms and conditions stipulated below. If You wish to create a 3dsky Account, you need to read, understand and accept these Terms of Use for Customers. These Terms of Use create a legally binding agreement between Marus Holding and You. If You do not accept these Terms of Use, You shall refrain from using the Service.

By ticking the checkbox “I’ve read, understand and accept the Terms of Use for Customers” and creating a 3dsky Account You agree as follows:

1. DEFINITIONS

   1.1 For the purposes of this Agreement, the following definitions shall be used:

      1.1.1 “Agreement” is the text of these Terms of Use for Customers with all its annexes, amendments and supplements available on: https://3dsky.org/faq/115/show

      1.1.2 “Customer”, “You” is an individual who has reached the age of 16 (sixteen) years wishing to create its own 3dsky Account or has already created it in order to use the Service under this Agreement and was assigned “Сustomer” status pursuant to this Agreement.

      1.1.3 “Author” is an individual who has reached the age of at least 16 (sixteen) years and has already created 3dsky Account in order to use the Service under this Agreement and Terms of Use for Authors and was assigned “Author” status pursuant to this Agreement.

      1.1.4 “PRO-Author” is an individual who has reached the age of at least 16 (sixteen) years and has already created 3dsky Account in order to use the Service under this Agreement and Terms of Use for Authors and was assigned “PRO-Author” status pursuant to the Terms of Use for Authors.

      1.1.5 “Registration” is the successful filling of the registration form by the Customer that enables to create Customer’s 3dsky Account.

      1.1.6 “Account” is the personal section of the Website to which the Customer gets access after registration and/or log in to the Website, that contains set of data relating to the Customer including its personal data and the internal information of the Service relating to the Сustomer that enables Customer to use the Service.

      1.1.7 “Website” is the website hosted in domain 3dsky.org . The Website contains a database of 3D Models, textures, materials and scripts (hereinafter - the “Database”) available for Customers. A 3d Model (hereinafter - the “Model”) is a separate item of the Database and a copyright object.

      1.1.8 “Service” (Services) is a set of Website’s features provided to the Customer by us upon its acceptance of the Agreement in order to cater Customer’s needs. For example, such features may include options to download and upload Models, post Content, browse through Models and view the information related to them,etc.

      1.1.9 “Content” is Customers’ comments and other posts relating to the Website topics, including pictures taken by Customers and materials of other nature approved by the Website’s administrator which have been posted by Customers on the Website and are available for an unlimited number of the Website visitors.

      1.1.10 “Model” is a product of 3D modelling, as well as associated scripts, textures and other materials intended for use by Customers under this Agreement, uploaded to the Website Database by the Author. Rights to the Models are licensed to us by the Authors under the Terms of Use for Authors and can be sublicensed by us to You hereunder.  Each Model is listed in one of the following categories: FREE, OM, LT or PRO. These categories are given to the Models upon uploading.

         1.1.10.1 The FREE category contains the Models that can be downloaded by each Customer for free, provided that the conditions hereunder for such downloading are met by the Customer.

         1.1.10.2 The OM (Official 3d Model) category contains the Models, textures or materials created by a furniture manufacturer (light, plumbing, etc.) for free distribution and free download.

         1.1.10.3 The PRO category contains Models of higher quality and relevance that meet the requirements for PRO Models pursuant to the Terms of Use for Authors and which we decided to put into this category.

         1.1.10.4 The LT category contains Models the quality of which is similar to the PRO Models, but are simpler to create.

      1.1.11 “Derivative work” is a new, original product that includes aspects of a preexisting, already copyrighted work. For example, Derivative work can be created with the use of the Models. Therefore Derivative work is a work that incorporates the Model as well as other things, so that it is larger in scope and different in nature than the Model.

      1.1.12 “Applicable law” is the law of England and Wales. Therefore, this law governs this Agreement.

      1.1.13 “Status” is the status of the Customer’s Account that is assigned by us depending on how You use our Services. There are the following Statuses: “Customer”, “Author” and “PRO-Author”. The Statuses are defined in more detail in the “Statuses” Section below.

      1.1.14 “Spam” is the Content that consists of any advertisements that are unauthorised by us, links to malicious websites, and any abusive or otherwise unwanted information.

      1.1.15 “Flood” is the Content that doesn’t relate to the topics of the Website sections where they have been posted as well as empty and meaningless, obscene posts or those which only aim to upgrade the Сustomer’s rating.

   1.2 The Agreement can contain definitions which are not stipulated by section 1.1. In this case such definitions shall be construed according to the text of the Agreement, Applicable law, scientific doctrine and business practice.

2.  SUBJECT MATTER OF THE AGREEMENT

   2.1 We provide the use of the Service to Customer, namely:

      2.1.1 browsing, searching and viewing of the Models and information related to them;

      2.1.2 viewing of the Content posted on the Website;

      2.1.3 registration and/or log in to the Website;

      2.1.4 posting and display on the Website of any Content including but not limited to, texts, hyperlinks, images, audio and video files, data and/or other information;

      2.1.5 granting access to the Models, downloading these Models, obtaining licenses to use the downloaded Models;

      2.1.6 uploading of the Models to the Website’s Database and granting licenses to use them;

      2.1.7 other use of the Service functionalities.

   2.2 We improve and update the Service, add functionality to it.

   2.3 The Customer agrees to use the Service under this Agreement.

   2.4 The Customer acknowledges that the Website and the Service are complex results of intellectual (creative) activity and are provided by us on an “as is” basis.

   2.5 Marus Holding and the Customer agree that the Website and the Service are complex intellectual property assets and that posted Content shall become an integral part of these assets. The Customer therefore acknowledges that we entirely possess exclusive copyright to this compound (complex) assets that include the Customers’ and other Website visitors’ Content.

3. ACCEPTANCE OF OFFER AND EFFECTIVE PERIOD OF THE AGREEMENT

   3.1 By completing the Registration and ticking the checkbox “I’ve read, understand and accept the Terms of Use for Customers” the Customer acknowledges that it is fully aware of the provisions of this Agreement and accepts all of them in full without any exemptions or limitations whatsoever.

   3.2 Acceptance of these Terms of Use for Customers is equivalent to the conclusion of a bilateral written Agreement between the Customer and Marus Holding.

   3.3 This Agreement between the Customer and us shall be deemed concluded and effective from the moment of the Customer’s Registration on the Website and acceptance of this Agreement. This Agreement is valid for the duration of the Customer’s use of the Service.

   3.4 The Customer is bound to accept provisions of the amended Agreement for further operation of it’s Account. The Customer has the right not to accept the amended Agreement after our notification of the Customer of a change made to the Agreement which will be followed by immediate deactivation of access to the Account.

4. OUR OBLIGATIONS AND RIGHTS

   4.1 Marus Holding shall provide normal and uninterrupted operation of the Website and carry out its maintenance and updating in order to ensure the Сustomer’s access to the Service and its normal use.

   4.2 Marus Holding shall take all the necessary actions to ensure the privacy of the the Customers’ personal data pursuant to EU General Data Protection Regulation, other applicable data protection legislation and our Privacy Policy.

   4.3 We have the right to modify the Website, change its design, add new Services, stop providing Services in any way at our sole discretion without the Customer's prior consent and also suspend access to the Website during the performance of such works.

   4.4 We have the right to promote the Website and the Service, post advertising materials on any page of the Website including, but not limited to, contextual advertising, banners, online video, animation and advertising commercials.

   4.5 We have the right to assign the Statuses to the Customers pursuant to this Agreement.

   4.6 In case of the Customer’s breach of this Agreement, we have the right to send such Customer a warning and unilaterally, without judicial procedures repudiate in whole or in part the Agreement concluded with such Customer, including to suspend such Customer’s access to the Website and Services, delete its Account and/or Content, change the Customer’s Account Status assigned earlier or refuse to assign the Status to such Customer.

   4.7 We have the right to amend this Agreement unilaterally at our sole discretion and without prior Customer notification by making an updated text of the Agreement available on: https://3dsky.org/faq/115/show

   4.8 We have the right to monitor, change and edit the Content at our sole discretion, including, but not limited to, deletion of obscene words and correction of mistakes, without the Customer’s prior consent.

   4.9 We can limit access to any kind of information that the Website contains at our sole discretion.

   4.10 We have the right to authorise the Customers at our sole discretion to post advertisements on the Website, copy and use on other websites Content and other information that our Website contains.

   4.11 We have the right to change the Service prices at our sole discretion without prior notice of the Customer.

   4.12 We have the right at any time at our sole discretion to request Customer’s documents and other information in order to verify its identity. We verify Customers’ identities in order to prevent and detect improper use of the Models. The documents and other information that we can request can include, but not limited to, identity document, such as a national passport or a travel document issued by the authorities of the Customer’s country of residence, Customer’s portfolio or website and etc.

5. CUSTOMER'S RIGHTS AND OBLIGATIONS

   5.1 The Customer has the right to use the Website and the Service under this Agreement.

   5.2 Each Customer has the right to download and use hereunder in total 3 (three) Models from the FREE or OM categories per 24-hour period.

   5.3 Each Customer has the right to buy the subscription, that allows to download and use in total 30 (thirty) Models from the FREE or OM categories per 24-hour period during 1 (one) month, so the total limit of the Models downloads per month is 900 (hereinafter - the “Expanded subscription”).

   5.4 The Customer has the right to use and download hereunder the Models from the LT and PRO categories , provided that it paid the fees pursuant to this Agreement.

   5.5 The Customer has the right to be granted the Statuses under this Agreement, that will result in gaining access to the Website and Service functionalities related to each Status.

   5.6 The Customer has the right to introduce its wishes, suggestions, questions and claims to us in relation to the Website and Service operation as well as in other cases when rapid communication with a our specialists is necessary under this Agreement.

   5.7 The Customer has the right to request us for authorization to post advertisements on the Website.

   5.8 The Customer has the right to request us for authorization to copy and use on other websites the Content and other information that our Website contains.

   5.9 The Customer has the right to get a refund pursuant to the provisions of Applicable law and this Agreement.

   5.10 The Customer has the right to post the Content, provided that this Content:

      5.10.1 complies with the Applicable law;

      5.10.2 does not comprise violence, obscenities, insults, harm, threatens, slander, false information or pornography;

      5.10.3 does not undermine other persons’ honour, dignity or reputation, does not comprise unfounded suggestions against third persons, unverified facts and any mentions of such persons that can impair demand for their services and works;

      5.10.4 does not stoke racial, religious, national, ethniс or social tensions;

      5.10.5 does not comprise any intellectual property rights (copyright, related rights, patent rights, know-how rights, trademark rights, etc.) infringements and does not copy any other Customers’ Content;

      5.10.6 does not violate rights of minors, their guardians and representatives;

      5.10.7 does not comprise any information that shall be confidential pursuant to Applicable law and/or any contractual obligations;

      5.10.8 does not contain any viruses or malware;

      5.10.9 does not contain any advertisement that is not expressly authorized by Marus Holding;

      5.10.10 does not comprise any Spam and Flood.

   5.11 The Customer is liable for the compliance of the Content with the Applicable law.

   5.12 The Customer shall not copy or borrow the Content from other Web resources, mass media and other information sources without explicit consent of its owner and post it on the Website.

   5.13 If Your rights or interests have been violated by another Customer’s Content you have the right to apply to us with a request for taking actions. Therefore, You should provide us with a written notice that contains details of the violation and hyperlink to such Content.

6. THE STATUSES

   6.1 The “Customer” Status is assigned to a person’s Account after this person successfully completes the Registration and accepts this Agreement. Therefore, such person has rights and obligations pursuant to this Agreement.

   6.2 The “Author” Status is assigned to the Customer’s Account after such Customer uploades its first Model to the Website Database and accepts the “Terms of Use for Authors”. Therefore, such Customer (Author) has rights and obligations pursuant to this Agreement and the “Terms of Use for Authors”.

   6.3 The “PRO-Author” Status is assigned to the Author’s Account at our sole discretion after such Author meets the requirements for assigning of such Status pursuant to the “Terms of Use for Authors”. Therefore, such Author (PRO-Author) has rights and obligations pursuant to this Agreement and the “Terms of Use for Authors”.

7. THE LICENSE TO USE THE MODELS

   7.1 When You, as a Customer, download a Model from the Website Database for free or following a successful payment of an applicable license fee for the Model, Marus Holding grants You a non-exclusive, personal, non-transferable, worldwide and revocable license (hereinafter - the “License”) and the rights to:

      7.1.1 make one or more copies of the Model and to record and store it on the electronic media (right to reproduce);

      7.1.2 display the Model in public (right for the public display);

      7.1.3 modify or alter the Model subject to this Agreement (right for modification);

      7.1.4 use the downloaded Model to create Derivative works pursuant to this Agreement.

   7.2 We do not grant title or ownership in the Models. Therefore, by downloading a Model You're not actually acquiring ownership of the Model itself, only the License to use that Model.

   7.3 Certain Models with third party copyrighted or trademarked images, logos, brand names, etc., may require additional licensing, rights, permissions, releases, or clearance for use. It is Your sole responsibility to determine, before downloading or using any Model, whether additional licensing, rights, permissions, releases, or clearance are necessary for Your intended use of the Model. It is Your sole responsibility to obtain any licensing, rights, permissions, or clearance.

   7.4 All rights in Models not expressly granted in this Agreement are reserved by Marus Holding for itself and its licensors (the Authors).

   7.5 When You use downloaded Models You shall adhere to the following restrictions:

      7.5.1 Modification of a Model doesn’t turn it into a separate Derivative work. Therefore, a modified copy of a Model still remains a Model that is licensed to You by us and licensed to us by the Author.

      7.5.2 Compilation of several Models into one 3D model shall not be considered as a creation of a Derivative work because it is not larger in scope and is not different in nature than the Model. Therefore, such composite 3D model shall be deemed a modified copy of the Model or several Models.

      7.5.3 The Model shall not be sold, given, or assigned to another person or entity in the form it is downloaded from the Website Database, or in any other form that does not constitute the Derivative work, including, but not limited to, the modified Model.

      7.5.4 The Customer shall take all reasonable and industry standard measures to prevent third parties from gaining access to its downloaded Models that are incorporated to any digital Derivative work. You shall use proprietary formats so that the Models cannot be opened or imported in a publicly available software application or framework, or extracted without reverse engineering. Therefore, the Models shall not be incorporated in Derivative works that have the general functionality for importing and/or exporting the Models. For example, the Models shall not be included as a starter library within a Derivative work that allows its users to generally work with 3D models, even if the Models are protected in one way or another and cannot be exported.

      7.5.5 The Models shall not be published, distributed, or made available through any online clearinghouse infrastructure in the form they are downloaded from the Website Database, or in any other form that does not constitute the Derivative work, including, but not limited to, the modified Model.

      7.5.6 The Models shall not be used for any defamatory, harassing, pornographic, obscene, or racist purpose, or to infringe any party’s intellectual property rights.

      7.5.7 The Models shall not be used for creation of a trademark, servicemark, or business logo.

      7.5.8 You shall not misrepresent Yourself as the creator of the Model(s).

   7.6 The Customer shall ensure that its use of the Models does not contravene the requirements of the Applicable law and does not infringe intellectual property rights of third persons including, but not limited to, copyright and related rights, rights to trademarks, service marks and appellations of origin of goods, patent rights to inventions, utility models and industrial samples, right to use images of people both living and deceased.

   7.7 This License is effective during the Effective period of the Agreement. The termination of this Agreement results in revocation of this License.

   7.8 If Your License is revoked, you shall immediately cease the use of and delete all the downloaded Models and all their copies that you have made.

   7.9 A breach of this Agreement immediately terminates your right and License to use the Models.

   7.10 You are liable to the Authors of the Models for any breach of the terms and conditions of this License.

8. PRICES AND PAYMENTS

   8.1 The price for access to the Expanded subscription for a (1) one month period is equal to 18.00 USD.

   8.2 The minimal duration of the Expanded subscription that can be ordered is (1) one month. The maximum duration of the Expanded subscription that can be ordered is (12) twelve months.

   8.3 The price for access to the downloading of the Models from the PRO and LT categories is equal to 7.00 USD per access to downloading of one such Model.

   8.4 The minimum order is the access to 2 Models from the PRO and LT categories. The maximum order is the access to 200 Models from the PRO and LT categories.

   8.5 The price includes the cost of our Services to You and the license fee for the right to use the Models.

   8.6 The Customer shall pay for the Services by an advanced payment in the amount of 100% of the price for the Services.

   8.7 All payments under this Agreement are deemed effective after they have been transferred to our business account or via the payment systems mentioned on the Website.

   8.8 The Customer shall be considered as having performed its payment obligations from the date when a payment is debited from its account.

   8.9 The final prices and fees are inclusive of transactional taxes where relevant (like VAT and GST)

9. TERMINATION OF THE AGREEMENT

   9.1 This Agreement can be terminated wholly or partially by each Party unilaterally at any time. The Party that wishes to terminate the Agreement should notify the other Party via email. Therefore, the Agreement terminates only upon such notice.

   9.2 The Customer will be entitled to a prorated refund of any fee paid for the remaining Subscription Period.

   9.3 The termination of the Agreement results in suspension of our Services, as well as the access to downloading of the Models and revocation of the License.

   9.4 The license for Models from the PRO and LT categories, access to which was obtained by the Сustomer on a paid basis is not revoked upon termination of the Agreement, unless the Agreement is terminated due to a violation of its conditions by the Customer, or if the Authors of these Models themselves revoke such Licenses pursuant to the Terms of Use for Authors.

10. PARTIES’ LIABILITY

   10.1 Our Services, the Website and the Models are made available to You on an “AS IS” basis. Therefore, we disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose.

   10.2 The developers of the Website Software and Marus Holding are not liable for any consequences of the Website and the Service operation and for their meeting of the Customers’ expectations and requirements.

   10.3 We shall not be liable for any misrepresentation, modification and illusion of the Content display on the Website even though it caused a negative judgment against the Customer.

   10.4 We shall not be liable for non-performance or improper performance of our obligations due to failures in the telecommunications and energy networks, actions of malicious programs, removal and/or failure of the software/hardware systems of Marus Holding,  as well as unfair actions of third persons to obtain unauthorized access, and other circumstances beyond our reasonable control.

   10.5 The Website content is informational only. We shall not be liable for inaccurate data and for possible losses which can be caused by using information from the Website.

   10.6 We are totally separated from the Content and Models, therefore we shall not be liable for the nature, authentication and safety of such Content and Models or their  components as well as for their compliance with the requirements of the Applicable law and the Customers’ and/or Authors` rights for the distribution and/or use thereof.

   10.7 If we are found liable for the Customer’s violation of the rights and/or interests of third persons as well as other provisions of law, the Customer shall fully reimburse the losses suffered by Marus Holding in connection with such violation.

   10.8 The Customer acknowledges that any breach of this Agreement will result in irreparable harm to us. Therefore, in addition to our rights and remedies otherwise available at law, we will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs.

11. MISCELLANEOUS

   11.1 The Customer warrants and represents that all the provisions of this Agreement are clear to it and accepts them unconditionally and to the full extent.

   11.2 This Agreement constitutes the entire agreement and understanding between the Customer and Marus Holding relating to the Customer’s use of our Website and Services.

   11.3 One user shall have only one Account, therefore, user’s additional Accounts can be deleted.

   11.4 If, for whatever reason, one or more provisions of this Agreement are invalid or unenforceable, such circumstance shall have no effect on the validity or enforceability of the remaining provisions of this Agreement.

   11.5 Parties’ rights and obligations pursuant to this Contract can be transferred to Parties’ lawful inheritors and successors.

   11.6 Questions, discord or claims not regulated by this Agreement are governed by the Applicable law.

   11.7 Our details:

Marus Holding Limited
Company number: 2771348, registered in Hong-Kong

FLAT/RM 5 17/F
STRAND 50
50 BONHAM STRAND
SHEUNG WAN
HONG KONG

This Terms of Use for Authors is effective from 08/10, 2019

Please read these Terms of Use for Authors carefully before continuing and accepting it.

Marus Holding Limited (hereinafter - “we”, "our", “us”, “Marus Holding”) is a Hong-Kong company and operator of the service “3dsky” that allows authors of 3D models to share their works and sell the rights to use their works to customers who wish to purchase access to 3D models via the Service.

This document is the official public offer addressed to Customers of 3dsky for the purpose of entering into a contract under the terms and conditions stipulated below. If You wish to upload the Models and sell the rights to use them, you need to read, understand and accept these Terms of Use for Authors.

These Terms of Use for Authors create a legally binding agreement between Marus Holding and You. If You do not accept these Terms of Use for Authors, you shall refrain from uploading the Models to our Website Database.

By ticking the checkbox “I’ve read, understand and accept the Terms of Use for Authors” and uploading any Model to the Website Database You agree as follows:

1. DEFINITIONS

   1.1 For the purposes of this Contract, the following definitions shall be used:

      1.1.1 “Account” is the personal section of the Website to which the Author gets access after registering as a Customer and/or log in to the Website that contains set of data related to the Author including its personal data and the internal information of the Service related to the Author that enables Author to use the Service. When a Customer becomes an Author, it will be able to review statistical information on the payments for the use of its Models by Customers under the Terms of Use for Customers and to receive notices.

      1.1.2 “Contract” is the text of these Terms of Use for Authors with all its annexes, amendments and supplements available on: https://3dsky.org/faq/116/show

      1.1.3 “Net Revenue” is the revenue generated by Marus Holding from providing (selling) the access to the Models from the PRO and LT categories, uploaded by You to the Website Database, to Customers under the Terms of Use for Customers during the relevant Reporting Period.

      1.1.4 “Reporting Period” is a period of 7 (seven) calendar days.

      1.1.5 “Rating” is the rank of the Author, that it may obtain depending on the total quantity of its Models from the PRO and LT categories downloaded by Customers pursuant to the Terms of Use for Customers. The downloads of the Author’s Models from the PRO and LT categories by other PRO-Authors for free do not count when the Rating is determined. The table available on https://3dsky.org/sell_rating describes what benefits an Author can gain depending on its Rating. These benefits are the quantity of the Models that can be accessed for free within one (1) day and the share of the Net Revenue that can be awarded to the Author.

   1.2 The definitions used in the Terms of Use for Customers shall also be used in these Terms of Use for Authors.

   1.3 The Contract may contain definitions which are not stipulated in sections 1.1. and 1.2. In this case such definitions shall be construed according to the text of the Contract, Terms of Use for Customers, Applicable law, scientific doctrine and business practice.

2. SUBJECT MATTER OF THE CONTRACT

   2.1 Pursuant to this Contract, the Customer for the purpose of personal gain, uploads its Models to the Website Database and grants Marus Holding the License to such Models. Therefore the Customer is granted the “Author” Status and may be granted the “PRO-Author” Status pursuant to this Contract.

   2.2 Marus Holding provides the Service to the Author, distributes its uploaded Models and splits the Net Revenue with the Author.

3. ACCEPTANCE OF OFFER AND EFFECTIVE PERIOD OF THE CONTRACT

   3.1 By completing the uploading of its Model to the Website Database and ticking the checkbox “I’ve read, understand and accept the Terms of Use for Authors” the Customer acknowledges that it is fully aware of the provisions of this Contract and accepts all of them in full without any exemptions or limitations whatsoever.

   3.2 Acceptance of these Terms of Use for Authors is equivalent to the conclusion of a bilateral written Contract between the Author and Marus Holding.

   3.3 This Contract between the Author and us shall be deemed concluded and effective from the moment of the first uploading of a Model to the Website Database by the Author and its acceptance of this Contract. This Contract is valid for the duration of Your use of the Service and for the period of availability of the uploaded Models in the Website Database.

   3.4 This Contract may be amended by us unilaterally without the Author’s prior consent. We will notify You about the alteration of this Contract immediately thereafter. You have the right not to accept the amended Contract following our notification about such alteration, and such non-acceptance will result in immediate discontinuance of Your “Author” or “PRO-Author” Status and Your rights and obligations hereunder. You therefore need to accept the amended Contract for further continuance of Your “Author” or “PRO-Author” Status and Your rights and obligations hereunder.

4. GRANTING OF LICENSE TO MARUS HOLDING TO USE THE MODELS

   4.1 When You upload a Model to the Website Database, You grant to Marus Holding a non-exclusive, transferable, worldwide and perpetual license (hereinafter - the “License”) and the rights to:

      4.1.1 publicly perform, publicly display and digitally perform the Models on our Website and other websites operated by us;

      4.1.2 use the Models for marketing and promoting of Marus Holding services;

      4.1.3 use the Models for the purpose of advertising, demonstrating or promoting the Author’s Models and other services;

      4.1.4 use any trademarks, service marks or trade names incorporated in the Models;

      4.1.5 make one or more copies of the Models and to record and store them on electronic media resources (right to reproduce);

      4.1.6 modify or alter the Models (right to modify);

      4.1.7 distribute the Models by, including but not limited to, communicating and transmitting the Models to the public;

      4.1.8 assign (sub-license) the rights to the Models, entirely or partially, to Customers pursuant to the Terms of Use for Customers;

   4.2 The title and ownership in the Models shall still belong to You. Therefore nothing in this Contract affects your right to use or sell the Models created by You outside of 3dsky.

   4.3 This License shall be effective during the Effective period of this Contract. The termination of this Contract shall result in the revocation of this License.

5. UPLOADING OF THE MODELS TO THE WEBSITE DATABASE

   5.1 When You upload a Model, we will moderate it before adding to the Website Database. We shall therefore decide whether this Model meets our requirements to be uploaded to the Website Database and what category to add Your Model to. If Your Model fails to pass the moderation, we will let You know about what should be corrected to meet our requirements. The time we need for the moderation depends on each particular Model. The moderator has the right to request various information in relation to the Model during the moderation process.

   5.2 The Models shall meet at least the following requirements to be downloaded to the Website Database:

      5.2.1 the Models shall comply with the Applicable law (i.e. it shall not breach the prohibitions and limitations set in the Applicable law, e.g. not to comprise any rabble-rousing and etc.);

      5.2.2 the Models shall not display violence, obscenities, insults, harm, threats, slander, false information or pornography;

      5.2.3 the Models shall not undermine other persons’ honour, dignity or reputation;

      5.2.4 the Models shall not stoke racial, religious, national, ethniс or social tensions;

      5.2.5 the Models shall not infringe upon any intellectual property rights (copyrights, related rights, patent rights, know-how rights, trademark rights, etc.) and shall not copy any other Authors’ Models;

      5.2.6 the Models shall not contain any information that may be deemed confidential pursuant to the Applicable law and/or any contractual obligations;

      5.2.7 the Models shall not contain any viruses or malware;

      5.2.8 100% of all the elements of the Model(s) shall be created by You personally;

      5.2.9 the Models shall include proper Model preview files (such files must at the very minimum meet the requirements listed on: https://3dsky.org/faq/84/show );

      5.2.10 the size of the Model archive file must not exceed 150 Megabytes;

      5.2.11 the size of the Model preview file must not exceed 1 Megabyte;

      5.2.12 to upload the Models created with “Autodesk 3ds Max” older than “Autodesk 3ds Max 2009”, You need to convert a copy of the Model into FBX or OBJ format;

      5.2.13 the Models shall have correct and proper wire grid;

      5.2.14 the Models shall not contain excess geometry, cameras, lights, helpers, particles, and other elements that are unnecessary and impede proper view of the Models;

      5.2.15 the Models shall be relevant;

      5.2.16 the Models shall be furnished with proper materials and textures;

      5.2.17 the Models created with “Autodesk 3ds Max” for students are not acceptable.

      5.2.18 the Models shall be furnished with a proper and detailed description;

      5.2.19 the version of the Model shall be as early as it possible to be provided by Your version of “Autodesk 3ds Max”, for example, for “Autodesk 3ds Max 2016” it will be a 2013 version;

      5.2.20 names of materials, textures, elements of the Models, the whole path to the Models and all folder names must be in English;

      5.2.21 textures, materials and elements of the Models must be properly named in English (for example, names like “1”, “2”, “3” are not accepted), they must also be relevant, reasonable and logical;

      5.2.22 textures of each Model must be saved into a single folder;

      5.2.23 You need to ungroup objects before upload;

      5.2.24 You need to provide the Models with relevant tags;

      5.2.25 the Models shall be placed in zero coordinates, without turning on the axis;

      5.2.26 at least one of the Model preview files shall be a preview of the wire grid;

      5.2.27 the scene of the Model shall be in millimeters;

   5.3 The Models at the very minimum must meet the following, additional to aforementioned, requirements to be added to the PRO category:

      5.3.1 the PRO-Models must be high in polycount 3d models, the quality of which shall be superior to that of the other Models;

      5.3.2 the wire grid of the PRO-Models shall be proper and correct, it shall, if possible, consist of quads and triangles, without gaps, coplanarities, inverted normals and excessive density;

      5.3.3 the PRO-Models shall be furnished with attractive proper rendered preview of higher quality that shall comprise of photorealistic materials, good light and contrast, and shall not be blurred. The preview image shall be square, with the object placed in the center of the frame and with a small indent from the edge (5-10 %).

      5.3.4 the PRO-Models must be more up-to date and sought-after by Customers than those from other categories;

      5.3.5 the PRO-Models shall have more detailed descriptions than those from other categories.

   5.4 Authors who are duly authorized by trademarks and service marks owners to upload the Models containing such trademarks and service marks, have the right to do so for purposes of promoting the goods and services of such trademarks and service marks owners. Such Models may be uploaded from the OM category only and we shall not provide them for any commercial use.

6. THE PRO-AUTHOR STATUS

   6.1 The Author can be granted the “PRO-Author” Status, provided that it at the very minimum fulfills the following requirements:

      6.1.1 the Author has successfully uploaded to the Website Database at least 5 (five) Models that have already been added to the FREE category and at least 10 (ten) Models that have already been added to the PRO category by us;

      6.1.2 the Author’s “PRO-Author” Status has been already approved by us;

   6.2 A registered user who has been granted the “PRO-Author” Status has rights and obligations pursuant to the Terms of Use for Customers and to the Terms of Use for Authors.

   6.3 The PRO-Author has the following rights:

      6.3.1 to download the Models from any categories, depending on the PRO-Author’s Rating;

      6.3.2 to receive Revenue share based on the PRO-Author’s Rating;

   6.4 The Author shall validate its “PRO-Author” Status each 90 (ninety) calendar days. The “PRO-Author” Status shall be validated by uploading of at least 1 (one) PRO-Model to the Website Database within each period of 90 (ninety) calendar days.

   6.5 The Author shall forfeit its “PRO-Author” Status in case of any breach of this Contract or the Terms of Use for Customers.

7. NET REVENUE SHARE AND PAYMENTS

   7.1 Marus Holding sets all of the fees payable for the access to the Models.

   7.2 The Author has the right to receive a share of the Net Revenue in the amount of 50-70 (fifty to seventy) percent depending on its Rating.

   7.3 The information on the quantity of the Models from the PRO and LT categories which are used pursuant to the Terms of Use for Customers by Customers is available on the Author’s Account page. The Rating of the Author is given to it based on this information. The Rating is calculated and awarded via the Website’s software.

   7.4 Marus Holding shall pay the share of the Net Revenue to the Author according to the procedures, that depend on the payment solutions used by the Author:

      7.4.1 Payments to the Authors, that use Webmoney and ePayments, are made once each Reporting Period (weekly) on Wednesdays. The minimum payment amount is 1000 (one thousand) Russian rubles. If the amount of the share payable to the Author does not reach such a threshold, payment of the share is postponed until the end of the Reporting when the amount of such share exceeds the specified threshold.

      7.4.2 Payments to the Authors, that use PayPal and Payoneer, are made upon their applications for payment, filed through their accounts, within 3 (three) banking days. The minimum payout amount for PayPal is 1000 (one thousand) Russian rubles, and for Payoneer, this amount is 5000 (five thousand) Russian rubles. Payments upon applications will be made only after the amount of the share payable to the Author reaches the specified thresholds.

   7.5 The moment of such payouts can be postponed, but not more than for the period of 1 (one) calendar month.

   7.6 Upon termination of this Contract, Marus Holding shall within 15 (fifteen) banking days pay the Author a share of the Net Revenue earned by the Author before the Contract termination date.

   7.7 The Author must  submit the data necessary to identify it for payment purposes. If the Author fails to submit such data, the payment will be delayed until the Author provides it.

   7.8 The Author shall bear all the costs in connection with currency conversion of its earnings.

8. TERMINATION OF THE CONTRACT

   8.1 This Contract may be terminated entirely or partially by each of the Parties unilaterally at any time. The Party that wishes to terminate the Contract should notify the other Party about it via email. Therefore, the Contract may be terminated only upon receipt of such a notice by one of the Parties.

   8.2 If the Author deletes all or some of its Models from the Website Database, the licenses to use the deleted Models shall be terminated upon the completion of the performance of the obligations under the Terms of Use for Customers which Marus Holding has concluded with other Customers before such deletion of the Models occurs. The deletition of the Models from the PRO and LT categories, access to which was obtained by Customers on a paid basis, does not result in the revocation of licenses for such Models provided to such Customers. If the Author wishes to revoke such a license granted to the Customer, then it should contact the relevant Customer itself and refund the amounts received by the Author for granting Customer access to this Model (Net Revenue share).

   8.3 The termination of this Contract shall result in revocation of Your Author or PRO-Author Statuses and You will therefore be free of the obligations and rights under  this Contract. However, termination of this Contract shall not result in termination of the Terms of Use for Customers, which You have entered into, and forfeiting of Your Customer Status.

   8.4 Termination of the Terms of Use for Customers, which You have entered into, shall result in the termination of this Contract.

9. PARTIES’ LIABILITY

   9.1 Our Services, the Website and the Models are made available to You on an “AS IS” basis. We therefore disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose.

   9.2 The developers of the Website Software and Marus Holding are not liable for any consequences of the Website and the Service operation and for their meeting of the Authors’ expectations and requirements.

   9.3 We shall not be liable for any misrepresentation, modification and distortion of the Models’ displays on the Website even though it may cause a negative impact on the Author’s reputation.

   9.4 We shall not be liable for non-performance or improper performance of our obligations due to failures in the telecommunications and energy networks, actions of malicious programs, removal and/or failure of the software/hardware systems of Marus Holding, as well as unfair actions of third persons to obtain unauthorized access, and other circumstances beyond our reasonable control.

   9.5 We are totally separated from the Content and Models, we therefore shall not be liable for the nature, authentication and safety of such Content and Models or their components as well as for their compliance with the requirements of the Applicable law and the Customers’ and/or Authors` rights for the distribution and/or use thereof.

   9.6 The Author warrants and represents that:

      9.6.1 the information provided to Marus Holding at our request to perform our obligations is correct;

      9.6.2 the Author is the only owner of the Models which it uploads to the Website Database or otherwise entitled to grant the rights to use the Models under to this Contract;

      9.6.3 its execution of this Contract does not contravene the requirements of the Applicable law, does not infringe any intellectual property rights of third persons including, but not limited to, copyright and related rights, rights to trademarks, service marks and appellations of origin of goods, patent rights to inventions, utility models and industrial samples, right to use images of people both living and deceased;

      9.6.4 the Author obtained all the necessary permits.

   9.7 The Author is responsible for payment of taxes that apply to the payout of its earnings that Marus Holding make to the Author under this Contract, (including, but not limited to, income tax).

   9.8 If we are found liable for the Author’s violation of the rights and/or interests of third persons, the Author’s warranties and representations, as well as other provisions of law, the Author shall fully reimburse the losses suffered by Marus Holding in connection with such violation.

   9.9 The Author acknowledges that any breach of this Contract will result in irreparable harm to us. Therefore, in addition to our rights and remedies otherwise available at law, we will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs.

10. MISCELLANEOUS

   10.1 The Author warrants and represents that all the provisions of this Contract are clear to it and accepts them unconditionally and to the full extent.

   10.2 This Contract constitutes the entire agreement and understanding between the Author and Marus Holding relating to the Author’s use of our Website and Services.

   10.3 If, for whatever reason, one or more provisions of this Contract are invalid or unenforceable, such circumstance shall have no effect on the validity or enforceability of the remaining provisions of this Contract.

   10.4 Parties’ rights and obligations pursuant to this Contract can be transferred to Parties’ lawful inheritors and successors.

   10.5 Questions, discord or claims not regulated by this Contract are governed by the Applicable law.

   10.6 Our details:

Marus Holding Limited
Company number: 2771348, registered in Hong-Kong

FLAT/RM 5 17/F
STRAND 50
50 BONHAM STRAND
SHEUNG WAN
HONG KONG