MotionUp Asset Licence Agreement

This Agreement is concluded between the user who listed an asset on the MotionUp Marketplace (the Licensor) and the user who acquires it (the Licensee). MotionUp provides the wording and records the purchase, but is not a party to this Agreement. The tier the Licensor selected, the price, and this text in the version current at purchase are fixed on the Licensee's receipt and cannot be changed afterwards by either side.

The Marketplace Terms apply in addition.

• Asset — the 3D model file acquired, including its geometry, textures, materials, rig, animations and preview images, and any modified version of it.
• Incorporated Work — a work in which the Asset is embedded so that it cannot be extracted as a usable 3D file by ordinary means: a rendered image or video, an animation, a game or application shipped in a compiled, packed or proprietary format, a printed product, or a physical object made from the Asset.
• Standalone Distribution — making the Asset, or a version of it whose main value is still the Asset, available to a third party as a file that can be opened, imported or reused as a 3D model.
• Personal Use — use by a natural person for private, non-commercial purposes, including study and a personal portfolio, where neither the Incorporated Work nor anything containing it is sold, licensed, monetised or used to promote a business.
• Commercial Use — any use that is not Personal Use.

Subject to payment and to this Agreement, the Licensor grants the Licensee a non-exclusive, worldwide, perpetual, non-transferable licence to download, store, copy, modify, adapt, render and combine the Asset, and to create and use Incorporated Works from it, within the scope of the tier acquired. No royalty is due beyond the price paid, and no attribution is required.

The licence is for one Licensee. Persons working under the Licensee's direction may use the Asset on the Licensee's projects; they acquire no rights of their own. If the Licensee is a company, the licence covers that company's employees and contractors on its projects.

The Licensee may use the Asset for Personal Use only. The Licensee may:

• use, modify and render the Asset in personal projects, including a non-commercial personal portfolio;
• 3D-print the Asset for personal use.

The Licensee may not sell, license, monetise or use in advertising any Incorporated Work made under this tier, and may not include the Asset in anything a third party pays for.

The Licensee may make Commercial Use of the Asset in Incorporated Works. This includes:

• games, applications, film, television, streaming, advertising and marketing, in any medium;
• printed goods and merchandise that show renders of the Asset;
• physical products that incorporate the Asset as one element among others;
• an unlimited number of Incorporated Works, copies and viewers, without further payment.

Interactive works (games, applications, real-time experiences) must ship the Asset in a compiled, packed or proprietary format, and the Licensee must take reasonable measures against its extraction as a usable 3D file. Selling 3D prints or other reproductions of the Asset itself, rather than of a product that incorporates it, requires the Extended tier.

The Extended tier grants everything in the Commercial tier, plus the right to:

• redistribute the Asset as a component of a larger product the Licensee sells or gives away — an asset pack, a template, a scene, a game that supports user modifications — where the Asset is not the main value of that product;
• sell 3D prints and other physical reproductions of the Asset.

Recipients of such a product receive no right to redistribute the Asset further, and the Licensee must bind them to restrictions at least as protective as sections 6 and 7 of this Agreement. Offering the Asset on its own, or in a collection whose main value is the Asset, remains Standalone Distribution and is not permitted under any tier.

Regardless of tier, the Licensee may not:

• engage in Standalone Distribution of the Asset — sell, sublicense, rent, lend, give away or publish the Asset as a file, including on another marketplace or a free download site;
• use the Asset, its previews or renders of it to train, fine-tune, evaluate or otherwise develop a machine-learning or generative-AI system, or include it in a dataset used for that purpose;
• register or use the Asset, or any part of it, as a trademark, logo, service mark or design right;
• claim authorship of the Asset itself, or remove or falsify the information that it was created with AI where MotionUp shows it;
• use the Asset in a way that is unlawful, defamatory, or that depicts an identifiable real person in a sexual, violent or misleading context;
• use the Asset in a manner that suggests endorsement by the Licensor or MotionUp;
• circumvent the scope of the tier acquired by splitting a use across several Licensees or accounts.

Assets on MotionUp are typically generated wholly or partly by AI from the Licensor's prompts and reference material. Under current EU and German law, output without sufficient human creative input is not protected by copyright. The Licensee acknowledges that:

• the Licensor may hold no copyright in the Asset, and this Agreement is a contractual permission from the Licensor together with the Licensor's undertaking not to assert any right it may have against permitted use;
• the Licensee therefore acquires no exclusivity: the same or a similar asset may exist, be generated or be sold elsewhere;
• the Licensee may hold copyright in its own creative contributions to an Incorporated Work, but acquires no exclusive right in the Asset by modifying it.

The Licensor warrants that it is entitled to grant this licence, that the Asset was created or uploaded by the Licensor, and that to the Licensor's knowledge the Asset does not infringe the rights of a third party. The Licensor does not warrant that the Asset is fit for a particular purpose, that it meets any technical specification not stated in the Listing, or that it is free from defects.

MotionUp gives no warranty of any kind regarding the Asset. Where the Licensee is a Consumer, the statutory rights in respect of digital products (§§ 327 ff. BGB) against the Licensor remain unaffected.

The Licensor is liable without limitation for intent and gross negligence, for injury to life, body or health, and for breach of the warranty in section 8, sentence 1. Otherwise the Licensor's liability is limited to the foreseeable damage typical of this kind of contract and, in total, to the money value of the credits paid for the Asset. Mandatory statutory liability remains unaffected.

MotionUp's liability is governed by section 10 of the Marketplace Terms.

The licence is perpetual. It terminates automatically if the Licensee commits a material breach of sections 3 to 6 and does not remedy it within 14 days of being notified, where a remedy is possible. On termination the Licensee must delete every copy of the Asset as a standalone file. Incorporated Works created and published before termination may remain in use unless the breach concerns them.

If MotionUp removes the Listing because the Asset infringes a third party's rights, the Licensee will be informed and must stop using the Asset in new Incorporated Works from that notice. The Licensee's copy is not deleted by MotionUp; whether existing Incorporated Works may remain in use depends on the rights holder's claim, for which the Licensor is responsible under section 8.

MotionUp may publish new versions of this Agreement. A new version applies only to purchases made after its effective date. The version, tier and full text accepted at purchase are recorded on the Licensee's receipt, visible under Purchases.

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. If the Licensee is a Consumer habitually resident in another EU member state, the mandatory consumer protection provisions of that state remain unaffected.

Questions about this Agreement: [email protected].