Assets Agreement

TUKAweb 2D patterns, 3D garments, and 3D Model (referred to “assets” here forth in this agreement) are proprietary to TUKAweb unless otherwise noted. This means that, after Purchasing any assets, you are not required to make any future payments (or pay further royalty fees) and you may use the assets in multiple projects, forever. The “Assets” License is the final and authoritative agreement on your use of TUKAweb Assets.  While we make every effort to provide every customer with 2D patterns, 3D garments, and 3D models, we do not guarantee fit for purpose.  It is recommended to perform your own quality checks before proceeding to production.

Types of Uses

List of allowed uses: 

Distribution
This is allowed for most uses (including vendors, service providers, and contractors) so long as the asset files are part of a larger creation and not in an open format which would allow others access to the underlying asset data. Giving away the asset file itself is not allowed.  

Refunds
Once an Asset is purchased, no refunds will be given.

Sharing Asset Files
You may use networked hard drives in your production process. You may also buy an asset and use it with as many clients as you want. 

This is a legally binding agreement between licensee (“you”), and TUKAweb regarding your rights to use Assets from the Site under this license. “You” refers to the purchasing entity, whether that is a natural person who must be at least 18 years of age, or a corporate entity. The rights granted in this agreement are granted to the purchasing entity, its parent company, and its majority owned affiliates on a “royalty free” basis, which means that after a Purchase, there are no future royalties or payments that are required. This agreement incorporates by reference the Terms of Use as well as the Site’s policies and procedures as such.

I. Introduction & Definitions

This agreement is intended to be easy to understand, and to provide clarity for using Assets in the work you create (“Creations”). Over the years, TUKAweb.  has been asked many questions about how Assets may be used in Creations, and we have attempted to answer those questions in this agreement.

Some words in this agreement are given specific meanings. Words that appear initially in quotations, such as “you” and “Creations”, are defined in the text preceding the word. Other capitalized words are defined below:

“Assets” is the collection of one or more digital files, packaged in the form of a product on the Site that can be identified by an Assets ID, and that is made available to you for Purchase on the Site. An Asset may include Assets files, 3D garments, 2D patterns, geometry, texture maps, materials, renderings and other constituent files related to the Assets data and its representation.

“Site” refers to the TUKAweb website, software applications or any approved means or utility either currently in existence or in the future; the software and source code used by TUKAweb to provide such services; user interface layouts, designs, images, text, knowledgebase 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.

“Purchase” is the acquisition of an Asset by you from the Site under this agreement, whether as a purchase of an asset is made available at a price of greater than $0, or a download of an asset is made available at no charge.

All assets are distributed by TUKAweb.

“Assets Page” is the product page or interface that displays assets available for Purchase on the Site.

“Imagery” is a Creation made of any single image or sequence of images.

“Depicted Intellectual Property” means any intellectual property depicted in the asset, including any copyright, trademark, trade dress, right of publicity, or any other proprietary right throughout the world that may apply. For purposes of clarity, this does not refer to the copyrights owned by the creator of the assets that are licensed in this agreement.

To make reading this agreement easier and less repetitive, the following constructions are used:

“Include,” including,” and “such as” are considered to be followed with “but not limited to.” Examples are used in this agreement to illustrate, rather than limit, the scope of the terms.

“The following restrictions”, “the foregoing restrictions”, and “subject to the restrictions” are considered to be followed with “in addition to all other restrictions applicable within this agreement.”

II. License Rights

1. Ownership
TUKAweb does not grant title or ownership in Assets. All rights in Assets not expressly granted in this agreement are reserved by TUAKweb for itself and its licensors.

2. Rights Granted
For Assets, TUKAweb grants to you a non-exclusive, perpetual, worldwide right and license to copy, distribute, reproduce, adapt, publicly display, publicly perform, digitally perform, transmit, broadcast, telecast, advertise, create derivative works, and market 3D Assets within Creations in the uses authorized in this agreement. You may request authorization for a use not covered by this agreement (“New Use”) by writing support@tukaweb.com.  TUKAweb is authorized to approve a New Use if TUKAweb finds in its sole judgment that the New Use is substantially similar to another established use in this agreement and authorizes the New Use in writing.

3. Rights Granted When Sharing Assets
If you Purchase as an employee of a corporate entity, sharing Purchased Assets with other employees of your corporate entity is allowed. Examples of allowed sharing include storing files on a networked hard drive, and aggregating Assets for later use in future Creations. You are responsible for any downstream distribution, use, or misuse by a recipient of a shared Assets. In all cases, sharing Assets with external people or entities is only allowed in the following situations, and with the following restrictions:

A. In the production of a Creation owned by you, if you are working in collaboration with external parties, and there is a need to share Assets for the development and production of your Creation, sharing Assets with those external parties is allowed. Any external party that receives Assets may only use Assets on your Creations and must take reasonable care to secure and limit access to Assets to that purpose.

B. In the production of a Creation owned by another entity (“your Client”), if you are working as a contractor and need to share Assets with your Client, or any external parties working with your Client, sharing Assets is allowed, subject to the restriction that all parties may use Assets only for your Client’s particular Creation, and for successive versions of your Client’s Creation. All parties must take reasonable care to secure and limit access to Assets to the parties working on your Client’s Creation. For all other use by any party, Assets must be Purchased again to create a new license agreement governing that use

4. Depicted Intellectual Property
TUKAweb does not own or license any Depicted Intellectual Property. TUKAweb does not in any way make any representations or warranties about Depicted Intellectual Property associated with Assets. You are solely responsible for determining the need for and, if appropriate, obtaining any needed clearance, consent, or release to use any Depicted Intellectual Property in your Creations.
 
 5. Creations of Imagery

A. Access to Assets
You must take all reasonable and industry standard measures to incorporate Assets within Creations to prevent other parties from gaining access to Assets. Assets must be contained in proprietary formats so that they cannot be opened or imported in a publicly available software application or framework, or extracted without reverse engineering. WebGL exports from Unity, Unreal, and Lumberyard are permitted. Any other open format or format encrypted with decryptable open standards (such as an encrypted compression archive or other WebGL programs not listed here) are prohibited from using Assets. If your Creation uses WebGL and you are not sure if it qualifies, please contact support@tukaweb.com and describe your Creation in detail.

B. Open Systems
You typically may NOT include Assets in Creations that have the general functionality for importing and/or exporting Assets. Please contact support@tukaweb.com and describe your Creation in detail if this is your desired use. An example of such a prohibited use is to include Assets as a starter library within a standard retail Software Creation that allows users to generally work with Assets, even if the Assets itself is somehow protected and is not capable of being exported. An allowed use is for custom or enterprise software in certain circumstances.

 6. Creations of Physical Form

Permitted Uses in Creations of Physical Form. Subject to the following restrictions, you may use Assets to make Physical Creations such as 3D printed works and articles of manufacture, (“Creations of Physical Form”).

Restrictions on Permitted Uses in Creations of Physical Form.

7. Unauthorized Use
If you use Assets in an unauthorized way, TUKAweb may terminate your account and pursue other penalties, damages, losses, and profits TUKAweb is entitled to under this agreement or at law or equity. The following are unauthorized uses that are explicitly prohibited:

A. Competition
You may NOT use Assets in a way that competes with the Site, including distributing through Assets Clearinghouses. You may NOT publish, distribute, or make Assets available through any online clearinghouse infrastructure. You may not redistribute Assets as part of any design template, After Effects template, stock photography, video or clip art for distribution or licensing through any online stock media clearinghouse whatever.

B. Re-Distribution
You may NOT re-distribute, publish, or make Assets available to any third party except in the form of a permitted Creation, or shared as authorized in this agreement.

C. Group Buying
You may NOT aggregate funds to Purchase Assets with one or more other parties. An example of this prohibited use is a website membership where members pool their money to make a single Purchase that is shared by the members of the group. Each such member must Purchase individually.

D. No Obscene or Unlawful Use
You may NOT use Assets for any defamatory, harassing, pornographic, obscene, or racist purpose, or to infringe any party’s Depicted Intellectual Property rights.

E. False Attribution
You may NOT misrepresent yourself as the creator of Assets.

8. Resellers
The license granted herein is wholly transferable by an authorized reseller (“Reseller”) to another party (“Transferee”). Each transferred license must be transferred entirely and all transferred Assets must be permanently deleted from the Reseller’s systems after the transfer. When transferring the license, Reseller represents and warrants that the Reseller has the authority to bind the Transferee to these terms. The Reseller is jointly and severally responsible with any Transferee and each are liable for the transferee’s use and compliance with TUKAweb’s Terms of Use and Site’s policies and procedures as well as any financial obligations hereunder.

III. License Term & Termination

1. Term
Your right and license to Assets is perpetual, unless terminated as described herein.

2. Termination
Your license grant is terminated immediately and without notice in the cases below. In such termination, you and any recipients of Assets must cease use, distribution, and destroy all copies of Assets.

A. Reversal of Purchase
Your right and license to Assets are contingent on your Purchase of Assets. Any payment reversal of a Purchase for any reason immediately terminates all rights granted under this agreement. Potential Reasons for a payment reversal include:

i. TUKAweb reverses your Purchase at your request.

ii. TUKAweb receives a charge back or other notice from your bank or credit card cancelling your Purchase and/or withdrawing the funds used for your Purchase.

iii. TUKAweb determines in its sole discretion that your Purchase was fraudulent.

iv. When you are granted delayed payment terms, and fail to make payments such that TUKAweb sends you notice and terminates your account.

B. Failure to Abide by the License Grant
Material failure to abide by the terms of this agreement immediately terminates your right and license to Assets. If you detect a violation of the license grant by you or any recipient of shared Assets, and promptly report the violation to agent@TUKAweb.com, TUKAweb will make a good faith effort to find an appropriate remedy to preserve your license grant.

IV. Warranties

You covenant, represent, and warrant to TUKAweb that:

V. Limitation of Liability

1. Assets are provided on an “as is”, “as available”, and “with all faults” basis. TUKAweb makes no representations, warranties, conditions, or guarantees as to the usefulness, quality, suitability, truth, fitness for a particular purpose, non-infringement, merchantability, or cosmetic attributes of Assets, and does not guarantee the accuracy or completeness of specifications associated with Assets, including measurements, weight, durability, strength, materials, general physical properties, regulatory compliance, other engineering or construction attributes.

2. TUKAweb disclaims all express or implied conditions, representations, and warranties of any kind regarding Assets, including any implied warranty or condition of merchantability. TUKAweb allows your Purchase to be refunded under certain reasonable time frames and conditions, subject to the Site’s policies.

3. You assume all risk for any damage to your computer systems and network for any damage to your computer system by obtaining Assets, including any damages resulting from computer viruses.

4. To the fullest extent permitted by law, TUKAweb shall not be liable for (A) any direct, indirect, punitive, special, incidental, consequential, or exemplary damages (including loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantage) arising out of or in connection with Assets, even if TUKAweb has previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence) or (B) any damages in excess of $100. To the extent that any jurisdiction does not allow the exclusion or limitation of direct, incidental, or consequential damages, portions of the preceding limitation or exclusion may not apply but should be construed to the greatest extent applicable in such jurisdictions. Notwithstanding anything to the contrary herein, the TUKAweb indemnification obligation set forth below shall be limited to the following depending on the licensing tier:

5. You agree to indemnify and hold TUKAweb and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, employees and representatives (“TUKAweb Parties”) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to, or arising out of your use of Assets or Creations.

6. In the event of an indemnification claim by You, you agree to provide notice to TUKAweb within thirty days’ of receiving any claim and allowing TUKAweb to fully control such claim, including but not limited to, selection of counsel, reasonable diligence into the claim, and if necessary, litigation and/or settlement. Notice must be given via email to: agent@TUKAweb.com. Notice is not considered made until it is acknowledged in writing by TUKAweb.

VI. Other Terms

1. Entire Agreement
This agreement constitutes the entire agreement between you and TUKAweb relating to your Purchase unless you have a corporate license agreement with TUKAweb. Corporate licenses are available with additional protections for additional fees. Please contact support@TUKAweb.com if your organization requires a corporate license. TUKAweb does not otherwise offer any other changes, additions, variations, or additional signed forms related to this agreement. No modification to this agreement will be binding, unless in writing and signed by an authorized TUKAweb representative.

2. Material Breach and Injunction
Your licensing rights hereunder are as follows:

You agree that any material breach of these Terms will result in irreparable harm to TUKAweb for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, TUKAweb will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if TUKAweb seeks such an injunction.

Notwithstanding anything to the contrary herein, TUKAweb would be irreparably harmed and shall be entitled to equitable relief including injunctive relief for any hacking, theft, or misuse of the Site.

3. Governing Law
This agreement is governed by California law, excluding conflict of law principles. Any action or proceeding arising out of or related to this agreement must be brought in a state or federal court located in Los Angeles, CA, and both parties irrevocably submit to the exclusive jurisdiction of such courts. All notices, requests and other communications under this agreement must be in writing (e-mail messages shall be deemed writings).

4. LIMITED INTERNAL USER ARBITRATION
You acknowledge and agree that TUKAweb may, in its sole discretion, arbitrate disputes between TUKAweb users involving Assets (including any purchaser or supplier of Assets), and such findings shall be final and non-appealable. Either party may request that TUKAweb arbitrate the dispute, or TUKAweb may elect, at its option, to arbitrate the dispute. After TUKAweb elects to arbitrate any dispute hereunder, TUKAweb will waive any rights to a commission from both the Purchase and arbitration, and the parties must keep the results and process confidential and may not disclose anything related to the dispute to any other party (whether by oral, written, or other type of disclosure). To resolve disputes, TUKAweb may decide to terminate or suspend users, revoke the license, offer replacement Assets, reestablish the licensee, or surrender or reallocate fees (whether by refund, charitable donation, or otherwise). TUKAweb may award up to 3X the Purchase price to either party depending on the circumstances. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT ACCEPTING THIS ARBITRATION PROVISION WAIVES RIGHTS TO JUDICIAL RESOLUTION, TRIAL BY JURY AND RIGHTS YOU WOULD OTHERWISE HAVE IF YOU HAD NOT AGREED TO THIS ARBITRATION PROVISION.

5. Notice
Any notice under this agreement shall be via email to agent@TUKAweb.com, provided that you receive an acknowledgement email from a TUKAweb representative within 5 business days. If no such acknowledgement email is received, notice must be in writing and delivered by mail to the following address.

TUKAweb, Inc.
 c/o TUKAweb Support
 5462 Jillson St.
 Commerce, CA 90040

6. Assignment
TUKAweb may not assign its rights under this agreement without providing you notice, except in the case of a bankruptcy, merger, acquisition, sale of all or substantially all of TUKAweb’s assets to a subsequent owner or operator, or similar event.

Your assignment rights vary based on the licensing tier of your purchase:

For the assets License, you may not assign your rights under this agreement without the prior written consent of TUKAweb.

7. English
This agreement may be translated into other languages, but English is the official language of this agreement and in any conflict between the English language version and any other version, the English language version shall control.

8. Publicity
The following advertising, marketing, and publicity rights are granted to TUKAweb for each licensing tier:

Asset License purchases may be fully publicized by TUKAweb and you hereby grant TUKAweb the right to use you and your company’s name, logo, and project name on the TUKAweb website and in its related marketing and advertising materials.

9. Time limitations on any claim hereunder
Any claim by you hereunder, including without limitation a claim for indemnification under section V must be made within two years of purchasing the Assets.

This Assets License is effective for use with Assets for use on or after June 17, 2020.