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Freelance and Indie Commercial License Agreement for PixelHair

Introduction

This Freelance, Indie  Commercial License Agreement (“Agreement”) is established between Yelzkizi (“Licensor”) and the purchaser (“Licensee”), who may be an individual freelancer, a representative of a small indie studio, or a small agency, for the use of the PixelHair digital asset (“Asset”). This Agreement outlines the terms under which the Asset is licensed for commercial use.

Definitions

  1. Freelancer: An individual 3D artist working independently, offering services on a project basis, and not operating under a larger studio, agency, or corporation.

  2. Small Indie Studio: A creative team or entity, typically consisting of 10-15 or fewer individuals, that independently produces digital content, games, films, or other media. To qualify as a Small Indie Studio under this agreement, the entity must operate without significant external funding, defined as financial support or investment from external sources (e.g., venture capital firms, angel investors, large corporations) exceeding USD 50,000.

  3. Small Agency: A business comparable in scale to a Small Indie Studio, dedicated to providing specialized services in 3D modeling, animation, or digital content creation for clients. Characterized by their compact team structure, these agencies prioritize project-based assignments and operate independently, devoid of support from large commercial partners. For the purposes of this agreement, large commercial partners are defined as entities providing substantial financial backing or resources, typically exceeding the operational and financial involvement threshold of USD 50,000, thereby significantly influencing the agency’s projects or direction.

  4. Scope of Projects: Projects that fit within the operational and financial capabilities of freelancers, small indie studios, and small agencies, characterized by limited budgets and modest revenue expectations. Specifically, projects should not generate gross revenues exceeding USD 100,000 annually.

  5. Eligible Entities: This includes individual freelancers, small indie studios, small agencies, and any other similar-sized entities engaged in the creation, development, and commercialization of digital content, provided they meet the defined scale criteria.

Grant of License

The Licensor grants the Licensee, whether a freelancer, a small indie studio, or a small agency, a non-exclusive, non-transferable right to use the Asset in their commercial projects that align with the defined scale of operations.

Permitted Uses

  • Use of the Asset in commercial projects such as client work, indie game development, digital marketing materials, and other creative productions that meet the scope criteria.
  • Adaptation and modification of the Asset to fit project needs.
  • Display and promotion of works incorporating the Asset within the professional portfolio or business promotional materials.

Restrictions

  • The license is limited to entities and projects that meet the definitions and scope as outlined, ensuring the use is within the intended scale of operations.
  • Redistribution, resale, or sublicensing of the Asset outside of completed project work is strictly prohibited.
  • The Asset shall not be used in any projects or by any entities that exceed the size and revenue thresholds established, ensuring the license supports only small-scale commercial endeavors.

Examples of Eligible Use Cases

  • A freelancer creating custom 3D models for a client’s video game.
  • A small indie studio incorporating the Asset into an independent film project.
  • A small agency utilizing the Asset in the creation of digital advertisements for local businesses.

Intellectual Property Rights

All intellectual property rights in the Asset, including but not limited to copyright, design rights, and trademarks, remain the property of the Licensor. The Licensee does not acquire any rights to the Asset other than those expressly granted by this Agreement.

Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, while preserving the intent of the parties. If such modification is not possible, the relevant provision shall be excluded from this Agreement. The invalidity, unlawfulness, or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions of this Agreement.

Termination

This Agreement is effective until terminated. The Licensor may terminate this Agreement at any time if the Licensee breaches any of the terms and conditions herein. Upon termination, the Licensee must cease all use of the Asset and destroy all copies.

Disclaimer of Warranties

The Asset is provided “as is,” and the Licensor disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.

Limitation of Liability

The Licensor shall not be liable for any damages arising out of or related to the use of the Asset under this Personal License.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, excluding its conflict of laws principles. Any disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the courts of the United Kingdom

Acknowledgment

By purchasing the Asset under this Freelance and Indie Commercial License , the Licensee acknowledges that they have read this Agreement, understand it, and agree to be bound by its terms and conditions.

Last updated: 13th March 2024.