ARCHBOX

TERMS OF USE

THESE TERMS AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. PLEASE READ THEM CAREFULLY BEFORE USING THE SERVICES OF ARCHBOX.

1. Definitions

1.1 “Archbox” includes Archbox (on behalf of Martin Fabrizio Carianni and Alessio Carianni), the Archbox brand, and all licensed partners that distribute Content on behalf of Archbox

1.2 “Content or Model” is the collection of one or more digital files, images, or videos packaged in the form of a product on the Site that can be identified by a product ID, and that is uploaded by you, or otherwise made available to you, for Purchase on the Site. A Media Component may include 3D models, 2D models, CAD/BIM files, texture maps, photographs, imagery, application and plug-in software, materials and shaders, shapes and vector graphics, training materials, building components, sound effects, stock music, and videos. Additionally, a Media Component may include a number of individual files of different file formats to make it easier for Customers to work in a variety of software applications (such as 3ds Max, Maya, and Cinema 4D), and may also include other files (such as jpeg images used for texturing), and images or other files that are used for promotional purposes. For Customers and their use in Creations, this definition also includes derivative and intermediary files used for that purpose.

1.3 "Site or Website" refers to the archbox.cadtouch.com website, APIs, software applications or any approved means or utility either currently in existence or in the future; the software and source code used by Archbox to provide such services; user interface layouts, designs, images, text, knowledge base articles, program offers; site information provided in reports (such as popular keyword searches); and all other intellectual property protected under copyright, trademark, patent, publicity, or any other proprietary right.

Buyer” – a Member, who downloads Contents that are available from the Site;

 “Member or User” – any person who uses the Site;

 Licensor – a Member, who uploads Products to the Product section of the Site and offers them for sale or free download;

  1. 2. Description of the Service
  1. 2.1 Public Beta

You understand and acknowledge that the Service is being provided as a “Public Beta”, and is made available on an “AS IS” and “AS AVAILABLE” basis for the purpose of providing Archbox with feedback on the quality and usability of the Service. The Service may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your device and from peripherals (including, without limitation, servers and computers) connected thereto. Archbox strongly encourages you to back-up all data and information on your device and any peripherals prior to using the Service. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, Archbox is not obligated to provide any maintenance, technical or other support for the Service.

  1. 2.2 Changing the Service

Archbox reserves the right to modify, suspend or stop the Service (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you. Without limiting the foregoing, Archbox may provide notice of any such changes to the Service by posting them on its websites and/or via the Service. You agree that Archbox shall not be liable to you or any third party for any modification or cessation of the Service. You acknowledge that Archbox has no express or implied obligation to provide, or continue to provide, the Service, or any part thereof, now or in the future; and in addition, Archbox may at any time, upon prior notice as required by applicable law, institute charges or fees for the Service.

  1. 2.3 Feedback

As part of using the Service, Archbox will provide you with the opportunity to submit comments, suggestions, or other feedback regarding your use of the Service. You agree that in the absence of a separate written agreement to the contrary, Archbox will be free to use any feedback you provide for any purpose.

  1. 2.4 Limitations on Use

Archbox may impose certain limitations on the use of the Service, including, but not limited to, allocating certain levels of storage capacity to your Archbox account, restricting the number of Archbox accounts you may register, imposing expiration dates on published documents and removing expired documents from the Service. You agree to use the Service only for purposes as permitted by these TOS and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. Archbox reserves the right to modify or impose any limitations on the use of the Service at any time, with or without notice to you.

  1. 2.5 Archbox Account

To sign-in and activate the Service, you must setup a new Archbox Account if you do not already have one. This Archbox Account will be used to setup the Service for you, and may also be referred to as your “Archbox Account”. You are responsible for all activity that takes place on your account. Please choose a strong password for your account and do not reveal your password to others. You agree that you are responsible for keeping your password confidential and secure, and further understand that you are solely responsible and liable for any activities that occur under your account.

  1. 2.6 No Resale of Service

You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Service (or any part thereof) for any purpose.

3. Rights and obbligations of Archbox

3.1 Archbox has the right to notify the User of the new Service opportunities via e-mail address specified by the User at the stage of Registration.
3.2 Archbox has the right to modify the Website in any way at its sole discretion without the prior consent of the User, to change the Website design and Service terms, add new Services, stop providing Services in particular and also terminate access to the Website during the performance of works mentioned above. 
3.3 Archbox has the right to promote the Website and the Service; to post advertising materials on any page of the Website including but not limited to: contextual advertising, banners, online video, animating and advertising commercials.
3.4 Archbox has the right to deny the registration of any User, temporarily suspend access to the Personal Account of the User and delete the Personal Account of the User without prior notice and without explanation if not otherwise provided by the separate contract with the User.
3.5 Archbox reserves the right to change the terms of the Agreement unilaterally and without prior notice to Users making an updated text available on:
 https://archbox.cadtouch.com/termsofuse
3.6 Archbox has the right to take measures stipulated by the Agreement against the User violating the terms of the Agreement.
3.7 Archbox shall take all the measures in its power to ensure privacy of the personal data of the User specified by him at the stage of registration and in the following use of the Service in accordance with the Privacy Policy.  
3.8 Archbox has the right to monitor the content of Messages and Materials including changing or editing of Messages and Materials at its option (deletion of obscene words, correction of grammar mistakes in particular with the signed annotation “deleted/corrected by the moderator”) without prior consent of the User as well as deletion of Messages and Materials at any time without prior notice. The User accepts that Archbox is not obliged to identify the User by posting his name, contacts and/or pictures in particular.
3.9 The Parties agree that the Website and the Service are complex intellectual products and that posted Messages and Materials become an integral part of these products. The User therefore shall accept that Archbox fully possesses exclusive copyright to this compound (complex) work including Messages and Materials of the User and other Website visitors.

4. Rights and obligations of the User:

4.1 The User guarantees that he has reached the legal age to form a binding contract with Archbox and that he has the right to enter into this Agreement.
4.2 The User has the right to use the Website and the Service in accordance with the Agreement.

4
.3 After registration on the Website the User has the right to post Messages and Materials which content fully comply with the legislation of  Italy and which as well:

  1. - do not include obscenities, insults, harm, threatens, slander, false information or pornography;
  2. - cannot and do not aim to prejudice honour, dignity or reputation of other persons (do not include unfounded suggestions against the third persons, unverified facts and such mentions of the third persons which can affect demand for their services and work in particular);
  3. - do not encourage religious, racial, ethnical or national discord;
  4. - do not contain violence;
  5. - do not contain unauthorized borrowings, plagiarism, breach of rights to a name, or otherwise violate rights to results of intellectual activity and means of identification of Archbox and the third persons stipulated by the law (copyright, related rights, patent rights, know-how rights, trademark rights, etc.) and do not copy other materials posted on the Website by the User as well;
  6. - do not violate rights of minors, their guardians and representatives;
  7. - do not contain information which constitutes commercial, office, medical, bank secrecy or other as well as other data access to which is limited by the legislation of the Russian Federation;
  8. - are free of viruses or other computer codes, programs and files  aimed at disruption of functionality of technical means (computer, telecommunication equipment, etc.);
  9. - do not contain advertisement unless it agreed by Archbox;
  10. - do not contain Spam and Flood.

4.4 The User shall take full personal responsibility for the content of Messages and Materials, for their compliance with the rules of Italy and international law. 
4.5 The User has no right to copy and borrow Messages and Materials from other Internet resources, mass media and other information sources in bad faith (without consent of the owner) and post them on the Website.  The User is fully responsible for violation of the legislation concerning intellectual property.
4.6 The User guarantees that he is an author and a sole owner of the exclusive right to use Messages and Materials posted on the Website by the User and that any other persons will not take any claims against Archbox in relation to the use of Messages and Materials on the Website. Use of other persons’ works as quotations is authorized in accordance with the Civil Code of the Republic of Italy only, in exceptional circumstances and in restricted volume, provided that the name of the author whose work is used and the source of the loan are mentioned, or with Archbox consent only. 
4.7 In accordance with the Agreement the User shall immediately notify Archbox:

5. Intellectual property

5.1 The User has the right under the Agreement to use the Website and the Service on the terms of the Agreement during its validity period.
5.2 Other use of the Website and/or the Service including copy (reproduction) of the Website Content and elements of the Website design and the Software, their decompilation and modification is strictly prohibited.
5.3 Archbox has the right to set limits and other technical restrictions of use of which the Users will be occasionally notified in a way chosen by Archbox.  
5.4 The User accepts that Archbox has exclusive right (in full) both for mentioned products and their components and derived products.
5.5 By acceptance of the terms of the Agreement the User provides Archbox with a free common (non-exclusive) license for use of the Content he added to the Website.
5.6 Mentioned non-exclusive license for use of the Content is granted to Archbox at the same time when the Content is added to the Website for the entire validity period of exclusive rights for the objects of copyright and (or) related rights shaping such Content, to be used in all the countries of the world.
5.7 Under non-exclusive license granted to Archbox the Content can be used in the following ways:

6. Liability of the User


6.1 Copyright Notice – DMCA -
If you believe that any Content in which you claim copyright has been infringed by anyone using the Service, please contact Archbox's Copyright Agent as described in our Copyright Policy at dmca@cadtouch.com Archbox may, in its sole discretion, suspend and/or terminate accounts of users that are found to be repeat infringers.


6.2 If in Archbox’s opinion the Content violates the terms of the Agreement Archbox has the right at its sole discretion to apply sanctions including but not limited to:

6.3 Archbox has the right to delete or block any Messages or Materials of the User as well as to delete or block the User’s Personal Account without prior notice or without explanation. 

6.4 Removal of content - You acknowledge that Archbox is not responsible or liable in any way for any Content provided by others and has no duty to pre-screen such Content. However, Archbox reserves the right at all times to determine whether Content is appropriate and in compliance with these TOS, and may pre-screen, move, refuse, modify and/or remove Content at any time, without prior notice and in its sole discretion, if such Content is found to be in violation of these TOS or is otherwise objectionable.

7. Validity of the Agreement

7.1 The following Terms of Service (“TOS”) are between you and Archbox and constitute a legal agreement that governs your use of the Archbox service and website (collectively referred to as the “Service”). You must agree to these TOS before you can use the Service. You can agree to these TOS by: a) actually using the Service, or b) accepting the agreegment upon registration. If you do not agree to any of the following terms, please do not use the Service. You should print or otherwise save a copy of these TOS for your records.
7.2. The Agreement shall come into force upon its acceptance by the User and remains in force indefinitely.
7.3. Archbox could unilaterally amend or terminate the Agreement without prior notice and without any associated compensation.
7.4. The User is bound to accept provisions of a new version of the Agreement for further operation of the User’s Personal Account.
7.5 Changes to this Agreement - Archbox may update or change these TOS from time to time and recommends that you review the TOS on a regular basis. You understand and agree that your continued use of the Service after the TOS has changed constitutes your acceptance of the TOS as revised.

8. Content download and purchase Terms of Use

8.1. The Website contains a database of 3d / 2d models, textures, materials and available for Users. A 3d/2d Model (herein after referred as Model), a copyrighted object, is a separate item of the Database.

8.2. Every downloaded Content downloaded from the Service that are available prior registration on the Service (i.e. Downloads of 2d/3d Models, Projects and textures) have an use that is subject to an additional Agreement called “Royalty Free License” available at https://archbox.cadtouch.com. You agree to such Agreement by downloading any Content from the Service, if you do not agree to the Royalty Free License you should not download nor use any Content from Archbox.


8.3. Each Model belongs to BASIC category or PRO category which regulates its terms of use.  

8.4. Each registered User gets access to 3 (three) BASIC Models per day. The timezone to be considered is UTC (UTC +0000). The counters are reset to zero at 00:00 am UTC Time.

8.5. The User that adds at least 8 (eight) BASIC Models and at least 4 (four) PRO Models to the database (prior an approvation by Archbox staff) can request to become  an Archbox partner.

8.6. The Users that uploads any Content to Archbox (even if such Content is not approved by Archbox and then not yet publicly available) and/or that enrolls as an archbox partner by connecting an Stripe account is then also subject to the “Publishing Agreement” available on https://archbox.cadtouch.com/termsofservice.

8.7. Archbox provides two one-time purchase options, one allows the User two PRO Models downloads herein after called “2Pro” purchase and the latter allows the User five PRO Models downloads herein after called “5Pro”.

8.8. Archbox provides two monthly subscription plans, the “Standard” plan allows the User 4(four) PRO Models downloads per month and 200(two-hundred) BASIC Models downloads per month, the “Professional” plan allows the User 25(twenty-five) PRO Models downloads per month and 600(six-hundred) BASIC Models per month. When the User subscribes one of these plans, the free 3 BASIC Models per day offer is suspended for the duration of the subscription since these plans have greater download capacity (I.E.: The User is paying for the extra downloads above the 90 BASIC/Month).

8.9. Archbox provides one annual subscription plan, the “Unlimited” plan allows the User to download an unlimited number of BASIC and PRO Models in one year if used with good will.

8.10. There is no warranty with Models downloaded by the User, models are  and hence there is no refund on any payment, including one-time purchases or subscriptions paid to Archbox by any User.

8.11. Subscriptions are always auto-renewable on a monthly or yearly basis from the date of subscription. The user has the possibility to cancel and terminate the subscription at will.

8.12. Archbox does not warrant or guarantee that Content or other materials and information available through this Site will be free of infections, viruses, worms, Trojan horses or other code that could be harmful to your computer system. You should take all reasonable appropriate precautions against such code and (or) software.

8.13. If user is from EU VAT zone Archbox will detect buyer’s location and charge VAT which is applied in particular country. VAT will be deducted from the purchase price and transmitted to local authorities using MOSS system. Archbox will calculate and pay royalties to Sellers after VAT deduction.

8.14. If a purchase is reversed after you have been paid or if for any reason Archbox has already paid to you in excess of the correct royalty payment, you acknowledge that such overpayment is due from you to Archbox and authorize Archbox to deduct from your future payments. If you discover or become aware of overpayment, you agree to notify Archbox of  occurrence and settle it accordingly.

8.15. The parties are solely responsible for determining whether it is required by applicable law to issue any formal invoices and pay any other taxes that might apply to them. Archbox takes no responsibility for determining the necessity of or for issuing any other formal invoices, or for determining, remitting, or withholding any taxes applicable to paid fees, except for the VAT.



9
. Uploading of the Models containing logos and/or trademarks

9.1. The User representing a person who owns trademarks and service marks has the right to post Models containing such identification objects to promote good and services of trademarks owners. 

  1. 10. Disclaimer of Warranties

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ARCHBOX AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, ARCHBOX AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.

ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICE IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE SERVICE. YOU FURTHER ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ARCHBOX OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

  1. 11. Limitation of Liability

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ARCHBOX AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF ARCHBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE; (II) ANY CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (VI) ANY OTHER MATTER RELATING TO THE SERVICE.

  1. 12. Indemnity

You agree to defend, indemnify and hold Archbox, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any Content you submit, post, transmit, or otherwise make available through the Service; (b) your use of the Service; (c) any violation by you of these TOS; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of these TOS and/or your use of the Service.

  1. 13. Notices

Archbox may provide you with notices regarding the Service, including changes to these TOS, by email, regular mail, or by postings on its website and/or the Service.

  1. 14. Governing Law

Any litigation or other dispute resolution between you and Archbox arising out of or relating to these TOS or your use of the Service will take place in Modena Italy, and you and Archbox hereby consent to the personal jurisdiction of and exclusive venue in the city of Modena with respect to any such litigation or dispute resolution. This Agreement will be governed by and construed in accordance with the laws of Italy.

  1. 15. General

These TOS constitute the entire agreement between you and Archbox and govern your use of the Service. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of these TOS is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of Archbox to exercise or enforce any right or provision of these TOS shall not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in these TOS, there shall be no third-party beneficiaries to this agreement. Any translation of these TOS is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of these TOS shall govern. You agree that any claim or cause of action arising out of or related to these TOS or the use of the Service must be filed within one (1) year after the cause of action arose or be forever barred.

PUBLISHING AGREEMENT

This document "Publishing Agreement" is an offer of Archbox to enter into an agreement on the terms and conditions stated below.

1. Terms and definitions

1.1. Words and expressions used in the License Agreement shall have the following meaning unless otherwise provided herein:

a)
Licensor shall mean a  User who entered into an agreement with Archbox on the terms of this document for its own benefit or for the benefit of others.

b)
Model shall mean three-dimensional object or 2d drawing or image uploaded to the Archbox Database by the Licensor as well as  associated scripts, textures and other materials intended for use by the other Users on the terms of this Agreement and on the terms of the Offer, should it be necessary. 

c) Offer shall mean an offer of Archbox to conclude a Contract for paid services with a possible use of the Model addressed to the Users.

d) Contract shall mean Paid services contract between Archbox and the User (the Customer under the Contract) entered into on the basis of the Offer.

e) Personal Account shall mean personal section of the Website to which the Licensor gets access after registration and/or log in to the Website. The Personal Account shall be intended for storage of the Licensor’s personal information, for review of statistical information on the license fee for using of his Models under the Contracts, current status of the Statistics’ data and for receipt of notices.
f)
Website of Archbox / Website shall mean automated information system available on archbox.cadtouch.com.  Even if this information is accessed trough another application such as CAD Touch or CAD Touch Architecture property of Archbox owners (Martin Carianni and Alessio Carianni).

g) Net Profit shall mean the revenue obtained by income proceeding from sales of Subscriptions and One-Time purchases from Users using the Licensor’s Models under the Contracts during the relevant reporting period net of any tax, bank charges and costs for payments systems associated with its obtaining.

h)  Software Applications shall mean one of the current or future software applications developed by Archbox, this includes “CAD Touch” and “CAD Touch Architecture”.

i) Archbox Partner shall mean a Licensor that has successfully uploaded to the Database 8 (eight) BASIC Models and at least 4 (four) PRO Models (prior an approbation by Archbox staff, only the Models that pass the review process are considered) and has succesfully completed the Stripe.com Account connection. Currently the Stripe.com account connection is available (as per Stripe.com limitations) on the following countries: United States, United Kingdom, Italy, Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Luxemburg, Netherlands, Norway, Spain and Sweden (more countries to be added as according to https://stripe.com/global list of non private beta countries). Original manufacturers of architectural products should not register as an Archbox Partner (but are generally welcomed to upload their models remaining  only with Licensor status).

l) Reporting Period Every calendar month by the fifteenth (15) day, or the following business day if the fifteenth occurs on a weekend or holiday.

m) Stripe shall mean the online service for accepting and transferring payments available on https://stripe.com

2.  Procedure of entering into an agreement. License.
2.1. A binding condition for the conclusion and execution of the Agreement shall be consent of the Licensor with the requirements and provisions taken with regard to the Parties stipulated by the following binding documents for the Parties: 
2.3  Terms of Use available on
https://archbox.cadtouch.com/termsofuse which stipulates general conditions of the Website use as well as specified prohibitions and liability limitations.
2.3.1. Privacy Policy available on
https://archbox.cadtouch.com/termsofuse which stipulates the terms of processing of the Licensor’s personal data.

2.3.2. Website Terms available on https://archbox.cadtouch.com/termsofuse which stipulate the requirements for the Models and the procedure of their posting on the Website, including uploading of the Model by the Licensor and its possible check by Archbox.

The action mentioned above confirms that the Licensor is familiar with and accepts the terms stipulated herein, and it creates an agreement between Archbox and the Licensor on the following terms in accordance with Italian Law.

2.4. Upload of the Model to the Website becomes possible after registration and log in to the Website in accordance with the procedure specified by Archbox and stipulated by the Binding documents. The uploaded Models shall fully comply with Archbox requirements available on the Website. 

2.5. The Licensor in accordance with this Agreement shall grant Archbox a worldwide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and distribute with accordance with “Royalty-free license” to third-party Users of the Service such Model on the Service and in Archbox public library inside one of the Software Applications. Said license will terminate within a commercially reasonable time after you or Apple remove such Content from the public area. By submitting or posting such Content on areas of the Service that are accessible by the public, you are representing that you are the owner of such material and/or have authorization to distribute it.

2.6. Archbox has the right to use the Models in accordance with the terms of the Agreement the following ways in addition to the above:

2.6.1  to reproduce the Models that is to embody one or more copies of the Model  as well as to record and store it on the electronic media (right of reproduction);

2.6.2. to display the Models in public (right for the public display);

2.6.3. to communicate the Models so that any person at any time and from any place would have online access to them at the choice of that person  (right for making available to the public);

2.6.4. to modify the Model that is to transform or to alter the Models in any way (right of modification);

2.6.5.  to grant other users in the manner of sublicense the rights stipulated by paragraphs 2.6.1, 2.6.2. and 2.6.3. for creation of derived works and their further demonstration except for the creation of mass products (for example another Website, Software in binary or any other form, books, magazines, public display or transmission, etc).

2.7. The right for using of the Models granted to Archbox shall cover the territory of all countries in the world for the entire validity period of the exclusive right for such Models.

2.8. Add additional file formats to your Model that may be created in the normal course of business. These files may be added by Archbox to the Database provided that: (i) Archbox claims no derivate ownership of such files, (ii) that you are free to download and use these files without restriction.

2.9. Update metadata for Models, including processing and modify images.

2.10. Refuse any Models for distribution on the Site. For any reason in its sole discretion, Archbox may deny, reject, and remove Models from the Site.

2.11. Remove, in Archbox's sole discretion, any damaged files from the Database without removing the entire Model. For example, if a particular file format is technically flawed, that file format may be removed without suspending the entire Model.

3 Payment and fees

3.1.Archbox shall pay a license fee in the amount of 30% (thirty percent) of the Net Profit to the Licensor for the license of the Models according to this Agreement.

3.2 Every Reporting Period Archbox will process your royalty payments according to your account settings. Archbox reserves the right to withhold requested payments in the following cases: (i) the amount is below the minimum amount allowed for a monthly royalty payment (as set by standard Site policies), (ii) your payments are on hold because a previous payment to you failed to be received, (iii) you have provided inaccurate payment information, or (iv) there is violation of Site policies that must be reconciled before any payment is made.

3.3. The Licensor gives his consent that Archbox will independently calculate an amount of the license fee according to the data of the internal registration system and accounting system of Archbox.

3.4. Archbox shall pay a fee to the Licensor within 15 (fiveteen) banking days following the end of each Reporting Period provided that the amount of payable fee exceeds 100 (one hundred) United States Dollars. Otherwise the payment of the fee shall be delayed until the end of the Reporting Period where the amount of the fee is above the specified minimum.

3.5. In case of the termination of the Agreement Archbox shall transfer a license fee to the Licensor payable on the date of the termination of the Agreement within 30 (thirty) banking days.

3.6. In case of closure of the Archbox Website (i.e. a closure notice is displayed on https://archbox.cadtouch.com or the website is no longer accessible online) you accept that unpaid payments (as accounted on your Account before the closure date) will be issued within 30 (thirty) days from the website closure and that you will not request by any means anymore payments after that date.

3.7. If the Licensor fails to submit the data necessary to identify him (connecting an Stripe account) and make a payment in his favor then Archbox shall delay the payment until the Licensor submits all the necessary data. 

3.8. The Payment shall be made in  US dollars by transfer to the Licensor’s Stripe account.


4.  Guarantees

4.1. The Licensor guarantees:

4.1.1. the information provided to Archbox is correct;

4.1.2. the Licensor is the only owner or  otherwise authorized to grant the right for the Models use under the Agreement;

4.1.3. providing and using of the Model in accordance with the obligations under the Agreement does not contravene the requirements of the legislation and does not infringe upon the personal property and non-property rights of the third persons including, but not limited to copyright and related rights, rights for trademarks, service marks and appellations of origin of goods, patent rights for inventions, utility models and industrial samples, right for using of the pictures of people, both living and deceased; the Licensor has obtained all the necessary permits (has concluded relevant contracts).

4.2. Archbox shall not be responsible for the failure of the guarantees by the Licensor. 

 

5. Limitation of Liability

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ARCHBOX AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF ARCHBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE; (II) ANY CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (VI) ANY OTHER MATTER RELATING TO THE SERVICE.


6. Final provisions

6.1. The Agreement with the Licensor shall come into force upon uploading any Model to Archbox (even if such Model is not approved by Archbox and then not yet publicly available) and/or that enrolls as an Archbox partner by connecting an Stripe account and remains in force indefinitely.

6.2. The Agreement could be terminated ahead of  schedule:

6.2.1. By mutual agreement between the Parties at any time.

6.2.2. At the Licensor’s initiative by refusing to perform the Agreement, wholly or partially, by deletion of all or certain Models of the Licensor from the Website. In this case the Agreement with regard to the licenses for the Models deleted shall end upon the performance of obligations under the Contracts with its use concluded by Archbox before deletion of the Model from the Website by the Licensor.

6.2.3. At Archbox’s initiative by refusing to perform the Agreement, wholly or partially, by notice of the Licensor in the Personal Account or via e-mail. The Agreement shall be deemed completely terminated or in a certain part specified in the notice on expiry of the 3-day (three) term after the date on which the notice was given.

6.2.4. For other reasons stipulated by the Agreement or the current legislation.

6.3 The provisions of sections 3 – 6 of the Agreement shall remain in full force and effect after early termination of the Agreement. 

6.4. The Parties may send notices under the Agreement to each other: 1) via e-mail а) to the e-mail address of the Licensor specified in the Personal Account from the e-mail address  of Archbox stipulated by section 7 of the Agreement, in case the notice is addressed to the Licensor and b) to the e-mail address of Archbox stipulated by section 7 of the Agreement from the e-mail address  of the Licensor specified in the Personal Account; 2) via electronic notice for the Licensor in the Personal Account;

6.5. By acceptance of the Agreement the Licensor willfully and knowingly, for his own benefit gives an indefinite irrevocable written consent for personal data processing of any kind in accordance with the Privacy Policy.  

6.6. The Agreement, procedure of its conclusion and performance as well as the issues which are not stipulated by the Agreement shall be governed by the current legislation of the Republic of Italy.

6.7. All disputes that arise between the Parties in connection with the Agreement shall be settled in Modena Court of Modena(MO) Italy in accordance with the current Italian Law.

6.8. If any of the clauses or/and conditions of the Agreement is recognized invalid or/and of no juridical power, such recognition does not influence the validity of any other clauses and conditions of the Agreement which remain in force.

6.9. Archbox shall unilaterally amend or withdraw this offer of the conclusion of the Agreement without prior notice of the Licensor and without any associated compensation.

7. Company’s details

Archbox details:
Martin Carianni

Alessio Carianni
Address: Viale Muratori 185
Modena (MO)

Italy

The current version of the Agreement of  27.08.2015

  1. ROYALTY FREE LICENSE

This is a legally binding agreement between licensee (“you”), and Archbox regarding your rights to use Content from the Site under this license. “You” refers to the downloading entity, whether that is a natural person who must be at legal age, or a corporate entity. The rights granted in this agreement are granted to the downloading entity, its parent company, and its majority owned affiliates on a “royalty free” basis, which means that after a Download, there are no future royalties or payments that are required.  The license granted is not transferable to other parties. This agreement incorporates by reference the Terms of Use as well as the Site’s policies and procedures as such are made available at https://archbox.cadtouch.com/termsofuse

  1. License Grant for transmission of Content from Seller to User 

For any transmission of Content from a Licensor to another User, whether the transmission was the result of a license or free download, the following terms apply unless more restrictive terms are specified in the area provided by Archbox for custom license terms:

1. Ownership.

Unless explicitly provided for in custom license terms set forth in the area provided by Archbox and which must be subject to acceptance by User before or at the point of sale, the Licensor retains, subject to any license agreement between the Licensor and Archbox, copyright in Content purchased or downloaded by any User via Archbox. In using the Archbox systems and Website, you agree that any additional Terms of Use, license, custom license, or Licensor requirements inserted into Licensor products in any area outside that explicitly provided by Archbox are invalid, void ab initio, and without effect as they relate to those purchases.

2. Valid License.

Any license rights relating to Content For Download via Archbox are contingent upon the transfer of files from Archbox to the User. All license rights terminate immediately and without notice if a sale is reversed for any reason.

3. Rights Granted.

Archbox and the Licensor grants to the Member who either purchases license rights to Content via a Valid Sale, or downloads freely available Content submitted by the Seller, a non-exclusive, worldwide, license in any medium now known or hereinafter invented to: (a) reproduce, post, promote, license, sell, publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; (b) use any trademarks, service marks or trade names incorporated in the Content in connection with Seller material; and (c) use the name and likeness of any individuals represented in the Content only in connection with Your material. The Member license to Content in this paragraph is limited to Incorporated Content. Such use or republication, including sale or distribution of Content that is not Incorporated Content is prohibited. For illustration, approved distribution or use of Content as Incorporated Content includes, but is not limited to:

(i) As rendered imagery (still or moving), except as limited by 4(b); distributed as part of a feature film, broadcast, or stock photography or other stock media; that contain multiple elements such that the Content is a minority part of the overall composition.

(ii) As purchased by a game's creators as part of a game if the Content is contained inside a proprietary format and displays inside the game during play, but not for users to re-package as goods distributed or sold inside a virtual world.

(iii) As Content published within a book, poster, t-shirt or other item.

(iv) As part of a physical object such as a toy, doll, or model.

Member understands and agrees that certain Content may contain third party copyrighted or trademarked material and will require additional licensing, permissions, releases, or rights clearance for any non-editorial use. User and their legal advisors should consider this and obtain such rights, if necessary, before purchasing, downloading or using any Content.

4. Rights Not Granted.

Absent a written grant of rights greater than that contained in paragraph 3 above, all other rights or sub-divisions of rights generally included in copyright are excluded from this license and remain the property of Archbox and the Licensor.
User understands and agrees that User is prohibited from:

(a)  resale or redistribution by the User of any Content obtained from Archbox, whether For Sale or freely available for download, whether part of a Valid Sale or not, unless it is used as Incorporated Content as licensed above; 

(b) selling, distributing, or licensing stock photography or stock media (or collection thereof) that features any Incorporated Content, whether For Sale or freely available for download, through an online stock photography/stock content clearinghouse website;

(c)  any other distribution that would require a written grant of rights greater than that contained in paragraph 3 above.  Member understands that all other rights or sub-divisions of rights generally included in copyright are excluded from this license and remain the property of Seller. 

The current version of the Agreement of  27.08.2015