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Studio License Agreement for PixelHair

Introduction

This Studio License Agreement (“Agreement”) is between Yelzkizi (“Licensor”) and the purchaser (“Licensee”), representing a professional studio, for the use of the PixelHair digital asset (“Asset”). This Agreement specifies the terms under which the Asset is licensed for large-scale commercial projects and exploitation.

Definitions

  1. Professional Studio: An organization or business entity engaged in the creation, development, and commercialization of digital content, games, films, or other media, characterized by a larger operational scale and capacity than small indie studios or agencies. This includes entities with substantial employee counts (15+), significant external funding, and the infrastructure to support large-scale projects.

  2. Large-Scale Project: A commercial endeavor undertaken by the Licensee that involves substantial investment, extensive production resources, and aims at widespread commercial distribution and exploitation. These projects typically have budgets exceeding USD 50,000 and are intended for a large audience.

  3. Significant External Funding: Financial support or investments from external sources (e.g., venture capital firms, angel investors, major corporations) that significantly exceed the operational and financial scale of small indie studios or agencies, specifically involving amounts greater than USD 50,000.

  4. Commercial Exploitation: The use of the Asset within projects that are designed for commercial sale, distribution, or monetization on a scale beyond small indie productions. This includes, but is not limited to, mass market games, blockbuster films, and widespread digital content distribution.

  5. Large Audience: A viewership, player base, or consumer group exceeding 100,000 individuals. This threshold is indicative of projects that aim for widespread distribution and consumption, such as mass-market video games, films released in national or international markets, or digital content distributed through major platforms targeting a broad audience.

Grant of License

The Licensor grants the Licensee a non-exclusive, non-transferable license to use the Asset in large-scale commercial projects, under the terms outlined herein.

Permitted Uses

  • Use of the Asset in projects aimed at widespread commercial sale and distribution.
  • Modification of the Asset as necessary for project completion.
  • Incorporation of the Asset in various forms of digital content intended for a broad audience.

Credit Requirement

The Licensee shall provide credit toYelzkizi in any public release or distribution of the projects using the Asset. Such credit shall be included in a manner consistent with industry standards, typically within the project’s credits section or associated promotional materials.

Examples of Eligible Use Cases

  1. Mass-Market Video Games: Development and distribution of a video game by the Licensee, intended for sale across major gaming platforms and targeting a global audience exceeding 100,000 players.

  2. Blockbuster Films: Use of the Asset in the production of a feature film with a budget supporting nationwide or international release, aiming to attract a large audience.

  3. Widespread Digital Content Distribution: Creation and distribution of digital content incorporating the Asset, aimed at reaching over 100,000 viewers through streaming platforms or online channels.

  4. Large-Scale Multimedia Projects: Utilization of the Asset in multimedia projects such as virtual reality experiences or interactive installations, targeting high-traffic venues and a large audience.

  5. Educational Content for Broad Distribution: Production of educational content using the Asset, intended for widespread distribution to educational institutions and reaching a significant number of students and educators.

Restrictions

The Licensee is prohibited from sublicensing, selling, or otherwise transferring the Asset outside the scope of completed projects. The Asset must not be used in any defamatory or unlawful manner.

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.

Intellectual Property Rights

The Licensor retains all rights to the Asset. The Licensee is granted a license for use within the scope of this Agreement.

Termination

The Agreement remains effective until terminated. Breach of terms may result in termination, requiring cessation of Asset use.

Disclaimer of Warranties & Limitation of Liability

The Asset is provided “as is,” without warranties. Liability for any claims arising from use of the Asset is limited.

Governing Law

This Agreement shall be governed by the laws of the United Kingdom, subject to UK courts’ jurisdiction.

Acknowledgment

By utilizing the Asset under this Studio License, the Licensee acknowledges agreement to these terms.

Last updated: 13th March 2024.