This Interactive Use License Agreement (the "Agreement") is entered into by and between Ravenwood Media Consulting, having its principal place of business at [Your Company Address] (referred to as "Licensor"), and [Licensee's Name] (referred to as "Licensee"), collectively referred to as the "Parties."
WHEREAS, Licensor owns the rights to certain interactive software or content, including 3D models, textures, and associated assets (referred to as the "Interactive Content"), and Licensee desires to obtain a license to use the Interactive Content for game development purposes, including 3D printing, use of textures, and modification, as described herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
Grant of License:
1.1 Licensor hereby grants Licensee a non-exclusive, non-transferable license to use the Interactive Content for the purposes of game development, including 3D printing, use of textures, and modification, as permitted under this Agreement.
1.2 Licensee may use the Interactive Content solely for creating games and related interactive media, including incorporating the 3D models, textures, and associated assets into Licensee's game projects.
2.1 Licensee shall not sell, rent, lease, sublicense, distribute, or otherwise transfer the original Interactive Content to any third party without the prior written consent of Licensor.
2.2 Licensee may modify the Interactive Content to fit the specific needs of Licensee's game projects, including adapting, resizing, or reconfiguring the 3D models and textures.
2.3 Licensee shall not use the Interactive Content for any other purposes outside of game development without the prior written consent of Licensor.
2.4 Licensee shall not create derivative works based on the Interactive Content for the purpose of standalone assets or content that can be resold or distributed independently from Licensee's game projects.
3.1 Licensor retains all rights, title, and interest in and to the Interactive Content, including the original 3D models, textures, and associated assets.
3.2 Licensee acknowledges and agrees that this Agreement does not grant Licensee any ownership rights in the Interactive Content or its underlying intellectual property.
4.1 Licensee shall credit Licensor for the use of the Interactive Content by including appropriate attribution in Licensee's game projects or associated materials.
4.2 The attribution shall include Licensor's name, copyright notice, and any additional credits or acknowledgments reasonably requested by Licensor.
Support and Maintenance:
5.1 Licensor shall have no obligation to provide any technical support, updates, upgrades, or new versions of the Interactive Content under this Agreement, unless otherwise agreed upon in writing.
Term and Termination:
6.1 This Agreement shall commence on the effective date and continue until terminated as provided herein.
6.2 Either Party may terminate this Agreement with written notice if the other Party breaches any material provision of this Agreement, and such breach remains uncured for a period of thirty (30) days following written notice of such breach.
6.3 Upon termination of this Agreement, Licensee shall immediately cease all use of the Interactive Content and return or destroy all copies of the Interactive Content in Licensee's possession.
7.1 Licensee agrees to keep confidential all non-public information disclosed by Licensor during the term of this Agreement.
7.2 The obligations of confidentiality shall survive the termination of this Agreement.
Limitation of Liability:
8.1 In no event shall either Party be liable for any indirect, incidental, consequential, or punitive damages arising out of or in connection with this Agreement, even if advised of the possibility of such damages.
8.2 In no event shall Licensor's total aggregate liability under this Agreement exceed the total fees paid by Licensee to Licensor for the license granted hereunder.
Governing Law and Jurisdiction:
9.1 This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflicts of laws principles.
9.2 Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Germany.
10.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, agreements, or representations, whether oral or written, regarding the subject matter hereof.