ACTIONVFX END USER LICENSE AGREEMENT

 

Overview

 

This License Agreement (the “Agreement”) is entered into by and between RodyPolis LLC, owner of ActionVFX.com (“Licensor”, “ActionVFX”), and you (the “Licensee”). This Agreement becomes effective when you purchase or download a product from ActionVFX.com.

 

1. ActionVFX Lifetime License

 

This Agreement applies to all content, including but not limited to video clips, graphics, sounds, 3D assets, photographs, and other visual elements ("Stock Files") available on ActionVFX.com.

 

This is a license, not a sale. RodyPolis LLC continues to own all Stock Files available on ActionVFX.com, except for those provided by third-party authors, whose ownership remains with the respective authors. Third-party Stock Files are labeled as such in the product listing. All Stock Files, whether owned by RodyPolis LLC or third-party authors, are licensed to you under the same terms and conditions set forth in this Agreement.

Subject to your acceptance of the terms of this Agreement, RodyPolis LLC hereby grants to you a non-exclusive, non-transferable, worldwide right to use the Stock Files as follows:

You may use the Stock Files for nearly any project, including but not limited to feature films, broadcast, commercial, industrial, educational video, print projects, multimedia, games, and internet content, in perpetuity, provided that the Stock Files have been incorporated into a work with substantial value added by you.

“Substantial Value Added” means that the Stock Files must be integrated into a larger project in a way that they are not easily extractable or usable as standalone elements. Specifically:

 

  • Creative Integration: The Stock Files must be combined with other creative elements such as original footage, audio, text, graphics, or animations, resulting in a new and distinct work. The Stock Files should be so thoroughly incorporated into the final product that they cannot be separated or reused as individual assets by a third party without significant reconstruction or modification.
  • Functional Embedding: The Stock Files should be embedded within projects like software, games, or apps in such a way that they cannot be accessed or extracted independently by a third party without substantial technical effort. This ensures that the Stock Files serve a specific role within the project and are not distributed as standalone resources.

Simple modifications like color adjustments, cropping, resizing, re-texturing, mesh adjustments, or combining multiple Stock Files are considered Derivative Versions and do not constitute substantial value added unless they are part of a larger creative or functional integration that significantly transforms the Stock Files into a new and distinct work.

This Lifetime License applies to all paid and free products available on ActionVFX.com. During purchase, you must select one of the license types listed below based on the conditions met by you or your organization.


2. License Types

 

"Individual" License


The best license for a single person using ActionVFX products, such as a freelancer, hobbyist, or student.

This license type includes full commercial rights for 1 (one) individual making less than $200,000 USD per year in revenue or funding. Any files licensed with this type must never be accessible by anyone other than the named Licensee.

You do not qualify for an "Individual" license if:

  • You’re a studio, agency, or other type of team or entity comprised of more than 1 person
  • You’ll store the purchased assets on a shared storage space where they can be accessed by other people
  • You’ll allow different people to use the assets throughout the lifetime of your license other than the named Licensee
  • You’re an independent contractor working inside a studio (the studio will need their own license)
  • You need your license to be assigned to your company and not to an individual person
  • Your annual revenue or funding is over $200,000 USD

Purchasing an “Individual” license despite meeting 1 or more of the conditions above is a material breach of our License Agreement and will invalidate your license, which will affect the legal standing of any projects the purchased assets were used in.

 

"Startup" License 


The best license for small teams and studios making less than $3,000,000 USD in annual revenue or funding.

This license type includes full commercial rights for a company and covers any number of artists and physical locations, as long as the total annual revenue and funding of the company is less than $3 Million USD.

You do not qualify for a "Startup" license if:

  • The total annual revenue or funding received by your company is $3 Million USD or higher
  • The license is intended to cover subsidiaries or multiple legal entities under your company

By purchasing a Startup License, the Licensee confirms that the information provided regarding annual revenue, funding, and other relevant factors is accurate and truthful. If the Licensee's actual annual revenue or funding exceeds $3,000,000 USD, the Startup License will be immediately void, and the Licensee will forfeit all rights granted under this license, with potential legal consequences for any misuse.

 

"Enterprise" License

 

The mandatory license for companies making at least $3,000,000 USD in annual revenue or funding.

This license type includes full commercial rights for a company and covers any number of artists, physical locations, and subsidiary companies, as long as the above criteria are met.

By purchasing an Enterprise License, the Licensee confirms that the information provided regarding annual revenue, funding, and other relevant factors is accurate and truthful. Providing false or misleading information will result in the immediate termination of the license, forfeiture of any rights granted under it, and may subject the Licensee to legal action.

 

"Educational" License

 

This license type includes non-commercial rights for any single organization to use within their teaching for the express purpose of education. Stock Files licensed in this way are not allowed to be used for any commercial projects or in any work that constitutes anything other than the sole purpose of educating the end-user.

 

3. Limitations of Use

 

3.1 Resale and Redistribution

The Stock Files may not be sold or redistributed as stand-alone clips or stock files, nor may they, or any Derivative Versions, be included in any stock product, library, template, software program, digital assets marketplace, or any other stock collection for distribution or resale without prior written authorization from RodyPolis LLC. This restriction applies even if the Stock Files have been incorporated into a larger project. 

The Stock Files also may not be used, in whole or in part, as a trademark or service mark, nor may you claim any proprietary rights in the Stock Files or any portion thereof.

You may not make available the Stock Files on a web page, software program, or other display as a separate or downloadable reusable file, or disassemble, decompile, reverse engineer, translate, or otherwise decode the Stock Files for any reason whatsoever. This includes the use of the Stock Files to create entirely new forms of media or Stock Files through the use of machine-learning or artificial intelligence models and tools.

 

3.2 Client Use

If you provide the Stock Files, or any Derivative Versions of them, to a client as part of your project's deliverables, the client may not reuse the Stock Files for any purpose other than reviewing or archiving your work, unless they purchase a separate license.

 

3.3 NFT Creation

You may not use the Stock Files to create any Non-Fungible Token-based media, otherwise known as “NFTs”, without incorporating the Stock Files into a work with substantial value added by you. If no significant value has been added to the Stock Files and an NFT is sold or traded without the prior approval of RodyPolis LLC, RodyPolis LLC will be entitled to compensation proportionate to the trading/selling price of said NFT.

 

3.4 Prohibited Uses

You may not use the Stock Files in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal. You cannot portray any person depicted in the Stock Files (a “Model”) in a way that a reasonable person would find offensive, including but not limited to depicting a model in connection with pornography, “adult videos”, adult entertainment venues, escort services, or the like. You cannot portray a model as engaging in immoral or criminal activities.

 

4. Prohibition on AI and Machine Learning Training

 

The Stock Files may not be used for the purpose of training artificial intelligence or machine learning models ("AI Models"), including but not limited to internal, proprietary, or non-commercial models. Any use of the Stock Files to train, fine-tune, or validate AI Models, whether for internal or external purposes, is expressly prohibited. Violation of this clause constitutes a material breach of this Agreement and will result in immediate termination of the license, in addition to any other remedies available to RodyPolis LLC under law.

 

5. Copyright

 

RodyPolis LLC retains all rights, titles, and interests in and to the Stock Files it owns, except for the specific rights expressly granted to you under this Agreement. For Stock Files provided by third-party authors, all rights, titles, and interests remain with the respective authors. However, these third-party authors grant RodyPolis LLC the right to license their Stock Files to you under the same terms and conditions as set forth in this Agreement.

All Stock Files, whether owned by RodyPolis LLC or third-party authors, are protected by United States and international copyright laws, as well as applicable international treaties.

Any unauthorized use, reproduction, or distribution of any Stock Files, whether owned by RodyPolis LLC or third-party authors, that violates the terms of this Agreement constitutes copyright infringement. You may be held legally liable for any infringement, including but not limited to damages, legal fees, and other penalties resulting from your failure to comply with these terms.

 

6. Termination

 

The license contained in this Agreement will terminate automatically without notice from RodyPolis LLC if you fail to comply with any provision of the Agreement. Upon termination, you must immediately comply with the following obligations:

1) Cease all use of the ActionVFX Stock Files.

2) Permanently delete all copies of the ActionVFX Stock Files from all magnetic, digital, and cloud storage media, and destroy any other physical copies.

3) Provide RodyPolis LLC with written certification that you have fully complied with these termination obligations.

 

7. Limitation of Liability

 

Under no circumstances will RodyPolis LLC be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, or other financial loss) arising out of the use of or inability to use the Stock Files. In any event, the total liability of RodyPolis LLC shall be limited to the amount paid by the Licensee for the Stock Files in question.

RodyPolis LLC shall not be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, civil unrest, labor strikes, or governmental actions. In the event of such a delay, performance will be extended for a period equal to the duration of the delay.

 

8. Audit Rights

 

RodyPolis LLC reserves the right to audit your eligibility for the license you purchased and to review your usage of the Stock Files to ensure compliance with the applicable license terms. Any audit will be conducted at RodyPolis LLC’s expense; however, if misuse is discovered, the Licensee agrees to reimburse all audit costs.

If, during an audit or by other means, it is found that the Licensee has misrepresented their eligibility for a particular license type, the existing license will be terminated immediately. The Licensee will then be required to purchase the appropriate license retroactively from the date of the initial misrepresentation, with an additional penalty fee of 50% of the difference between the incorrectly purchased license and the appropriate license being assessed.

In cases of intentional misrepresentation or other serious violations, RodyPolis LLC may take further legal action to recover damages, seek injunctive relief, and protect its intellectual property. This includes, but is not limited to, pursuing claims for breach of contract, copyright infringement, and any other applicable legal remedies.

RodyPolis LLC also reserves the right to permanently revoke license rights for all of its products if intentional misrepresentation or misuse is discovered.

 

9. General Provisions

 

9.1 Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral. Any provision of this Agreement that is found to be unenforceable shall not affect the validity or enforceability of the remaining provisions.

9.2 Amendments

This Agreement may be amended or modified only by a written agreement signed by both parties or by RodyPolis LLC providing notice of any changes on its website. Continued use of the Stock Files after such notice constitutes acceptance of the modified terms.

9.3 Payment and Compliance

No license for usage of Licensor’s Stock Files is granted until payment in full for the product has been received by the Licensor. Your use of the Stock Files must be in compliance with all applicable laws, including, but not limited to, laws and regulations relating to export control, currency exchange, and moral rights.

9.4 Disputes

Any disputes arising under or in connection with this Agreement shall be resolved through binding arbitration in Tennessee before a single arbitrator. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association, and the arbitrator’s decision shall be final and enforceable in any court of competent jurisdiction. The prevailing party shall be entitled to its reasonable legal fees and costs.

9.5 Authority, Indemnification, and Governing Law

The Licensor represents and warrants that it has the full power and authority to enter into this Agreement and to license the rights hereby granted. The Licensor agrees to indemnify and hold harmless Licensee against any claims or actions arising out of a breach of the foregoing warranty. This Agreement shall be governed by the laws of the State of Tennessee.

 

Last updated: September 1, 2024