The following terms govern your access to and use of CGTrader's Modelry platform and the services provided via the platform.
1.1. These Terms of service (Modelry Terms) constitute an agreement between you or the entity you represent (Client) and CGTrader (Parties) on the provision of 3D modelling services and/or 3D model hosting, management and publishing platform services via the Modelry platform, which you can access via the dedicated account, created by signing up for Modelry platform.
1.2. When signing up for an account in the Modelry platform, you are required to review these terms, and upon your acceptance of the terms you become bound by these Modelry Terms.
1.3. These Modelry Terms are in their entirety binding upon the Parties. If you act as a representative of a legal entity (employee, contractor, or agent), by accepting these terms you also represent and confirm that you have all required authorisations to act on behalf of and bind the legal entity you represent.
1.4. The Modelry platform and all services at the platform are provided for business use and purposes. By signing up for an account in the Modelry platform you represent that you act for business purposes.
1.5. These Modelry Terms will apply to all Modelling Requests and all approved Modelling Orders, as well as hosting, management and publishing of all 3D models which were uploaded to the platform, before these Modelry Terms were notified to Clients. If Client does not agree to such application of Modelry Terms to all prior and current Modelling Requests or 3D models, Client shall discontinue use of Client account and shall notify in writing (email) CGTrader about withdrawal from Modelry platform accordingly. Client will be given reasonable time to download currently hosted 3D models. If Client does not notify CGTrader about withdrawal from Modelry platform within 30 days after being notified about these terms, Client shall be deemed accepted these ModelryTerms as binding for all prior, current and future Modelling Requests and 3D models.
2.1.1. The Contract between CGTrader and Designer for the Wildcat assignments is deemed to be a service Contract. By concluding the Contract Designer undertakes to perform the task described in the assignments and CGTrader undertakes to pay the agreed fee to the Designer.
2.1.2. The Contract will NOT be construed to create a partnership, joint venture, or employer - employee relationship. Designer is not the agent of CGTrader and is not authorized to make any representation, contract, or commitment on behalf of CGTrader. Designer will choose the manner and means to perform the obligations arising from the Contract. Designer will provide and use its own equipment, tools, and other materials at its own expense.
2.1.3. To order the 3D modelling services (Modelling Services), you have to complete and submit the modelling request via the Modelry platform, which shall at least contain all relevant information to complete the Modelling Request. You may also specify the URLs for the product pages, as well as specific requirements for your request (Modelling Request). If you wish to order modelling services for existing 3D models, the Modelling Request shall contain all relevant information to perform modifications and any additional specific requirements.
2.1.4. Once we receive your Modelling Request we will notify you about the delivery terms and fees by issuing a quote (Modelling Quote), which will be charged for completing your Modelling Request. We will notify you in case any information will be missing in the Modelling Request and we will not be able to issue a Modelling Quote.
2.1.5. Each Modelling Quote or quote issued in response to a request to modify the approved Modelling Order will have an expiry date. After the expiry date you will not be able to approve the quote, but you may request a new quote with or without modifications to the original request.
2.1.6. Upon your approval and payment of the Modelling Quote, the Modelling Request and Modelling Quote shall become binding upon the Parties (approved Modelling Order).
2.2.1. You may request modifications of approved Modelling Order by amending technical requirements, providing additional reference materials, etc. If it does not materially alter the approved Modelling Order, we will perform such modification requests without amending the fees.
2.2.1. If any changes require more time or resources to complete the approved Modelling Order, we will inform you about the additional time required and additional fees. We will proceed with the request only if you confirm acceptance of the additional fees.
2.3.1. CGTrader will perform the Modelling Services defined in the confirmed Modelling Order in accordance with the requirements provided in the Modelling Order and these Modelry Terms. However, CGTrader is free to decide on how the Modelling Services should be achieved and choose the most efficient ways, means, tools, or methods according to which the particular Services would be performed.
2.3.2. CGTrader shall provide the Modelling Services expeditiously, in compliance with high quality standards and best market practices in the area of such services.
2.3.3. CGTrader may engage any person as subcontractor for performance of the Modelling Services without your prior approval. In all cases CGTrader remains responsible for performance of the Modelling Services to you.
2.4.1. CGTrader will deliver individual assets (3D models) ordered as part of Modelling Services on a rolling basis as they are completed and notify the Client about delivery of each asset by changing its status in the Modelry platform. In individual cases the Parties may agree on different delivery process.
2.4.2. If you determine that delivered 3D models do not meet the requirements agreed in the Modelling Order or are of insufficient quality, within the term specified in Modelling Quote you may request CGTrader to make necessary corrections or adjustments. If no request for corrections or adjustments is received within the agreed term after you were notified about completion of each asset, the delivery of the asset shall be deemed accepted by the Client. Modelling Services and their results shall be completed, when all assets in the Modelling Order have been accepted.
2.4.3. You will make sure that all deficiencies in 3D models, if any, are reported at the same time after you have completed a review. In case you report any new deficiencies that existed and could have been reported after the initial review or request new modifications in 3D models, it will be performed at additional fees.
2.4.4. If after corrections and adjustments you are still not satisfied with the quality of the Modelling Services, the Parties shall agree if further corrections should be made or if you may be granted a refund or reduction in fees in proportion of the inconformity of the Modelling Services.
2.4.5. It is reasonable to expect that there might be some discrepancies in 3D models compared to reference images. Small discrepancies, that do not significantly affect overall model appearance, should be tolerated and accepted.
2.4.6. CGTrader will provide estimated timing for delivery of first completed assets in the Modelling Quote.
2.4.7. If you fail to meet your own obligations, such as to pay the due fees, provide necessary information, instructions or materials, all time limits for completing the respective Modelling Services shall be extended accordingly.
2.5.1. All intellectual property rights, including all author’s economic rights, to any results of Modelling Services (created files, images, drawings, etc., or modifications to them regardless of format) delivered by CGTrader to Client shall transfer exclusively to the Client worldwide to the maximum extent permitted by the applicable laws as of the moment of delivery, or if payment of fees shall be made after delivery – as of the moment of full payment. The Client may transfer or licence the materials without restriction.
2.5.2. CGTrader is, and shall remain, the sole and exclusive owner of all right, title and interest in and to the pre-existing materials (such as pre-created textures, render scenes, or other modelling elements created before the approval of Modelling Quote, know-how or tools used in developing the model, etc.), including all intellectual property rights therein. CGTrader hereby grants Client a limited, irrevocable, perpetual, fully paid-up, royalty-free, non-transferable, non-sublicensable, worldwide licence to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import and otherwise exploit any pre-existing materials to the extent incorporated in, combined with or otherwise necessary for the use of the Service results for any and all purposes.
2.5.3. If the Client orders Modelling Services for 3D models to include any third party copyrighted materials, industrial property or trademarked images, logos, brand names, etc., it is the responsibility of the Client to determine, before ordering the Modelling Services, whether additional licensing, rights, permissions, releases, or clearance are necessary, and the Client shall be solely responsibility to obtain such licences, rights, permissions, or clearances. The Client shall duly notify CGTrader if any Modelling Services cannot be started or continued due to failure of the Client to meet its obligations under this paragraph.
2.5.4. Where any 3D models available on the marketplace operated by CGTrader (https://www.cgtrader.com) are to be used for the Modelling Services, they may only be used after you purchase such 3D models from the marketplace. You will have to register for the account at the marketplace and accept the General Terms and Conditions of the CGTrader marketplace (https://www.cgtrader.com/pages/terms-and-conditions), which shall apply to such purchase of 3D models and they shall be used only subject to the licence terms as specified in the General Terms and Conditions.
2.5.5. The Client grants to CGTrader non-exclusive, worldwide, royalty-free licence for the whole term of validity of the protected copyright and other rights under the applicable laws, to use the 3D models created as a result of Modelling Services or hosted on Modelry platform for the purpose of improving the platform and quality of Modelling Services, as well as machine learning or training of neural network models, including generative AI.
2.5.6. The Client grants to CGTrader the right to use Client’s name and its logo on the Modelryplatform and marketing materials.
2.5.7. The Client shall indemnify, defend and hold harmless CGTrader, its affiliates, and their respective officers, shareholders, partners, representatives, agents and employees from any and all liability, loss, damages, claim and expense, including reasonable attorney's fees, related to or arising from violation of the preceding clauses and any infringement of any intellectual property or other rights. CGTrader reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you, in which you will cooperate with us in asserting any available defences.
2.6.1. The fees for the Modelling Services to be paid by the Client to CGTrader shall be agreed by the Parties in the approved Modelling Orders.
2.6.2. All fees are exclusive of any value added tax, sales tax, goods and services tax, withholding tax, other taxes and other mandatory payments.
2.6.3. All fees shall be paid to CGTrader in advance and CGTrader shall start providing the Modelling Services only after such payment is received by CGTrader, unless the Parties agree otherwise. If payment is agreed to be made after start of the Modelling Services, CGTrader may suspend further provision of the Modelling Services if any fee becomes overdue by more than 10 days.
2.6.4. CGTrader shall provide payment instructions when Client approves the Modelling Quote. Invoices for the Services will be issued within 5 (five) days after delivery of the Modelling Services to the Client unless the Parties agree that deliveries are made in stages, in which case invoices shall be issued after completion of each stage. All issued invoices for the fees that have not been paid in advance shall be paid within 10 days.
2.6.5. If the Client does not pay to CGTrader undisputed amounts within the agreed payment terms, all overdue amounts shall be subject to 0.05 % penalty rate for each day of delay.
2.7.1. You may terminate an approved Modelling Order by giving a written notice to CGTrader at least 15 days in advance only in case CGTrader materially breaches Modelry terms or individual terms agreed in the Modelling Order. In case CGTrader misses the deadline for first submission of completed assets by more than 30 days, it will be considered a material breach of the terms. You shall pay to CGTrader all fees accrued for the Modelling Services provided until termination promptly on the date of termination. Where the Modelling Service fees were paid in advance, the advance payment shall be refunded to you by CGTrader in proportion to the volume of Modelling Services which remain not completed until termination. The proportion shall be determined solely by CGTrader at its own discretion.
2.7.2. CGTrader may terminate an approved Modelling Order by giving a written notice to you at least 15 days in advance if you do not provide information, instructions, or materials, necessary to complete the Modelling Services, and if Modelling Services remain suspended for more than 30 days. This also applies when Modelling Services are suspended for more than 15 days due to non-payment for earlier completed Modelling Requests or any other fees. In such cases no pre-paid fees will be refunded.
3.1.1. Your account at Modelry platform will allow you to access and use the 3D & AR features for 3D models (Products) hosting, management, and publishing, which may include the following services (Platform Services): hosting and management, publishing, product analytics, customer support, etc.
3.1.2. Platform Services may also include certain additional services, such as dedicated customer manager, white labelling.
3.1.3. The particular scope of Platform Services to be provided to the Client shall be determined by the type of the selected Payment Plan, as described under section 3D & AR Pricing at https://www.modelry.ai/pricing.
3.1.4. CGTrader will continue making improvements to and developing the Modelry platform, therefore certain Platform Services or functionality may be changed, modified, added, expanded, limited or removed. CGTrader will notify Client about any material changes to the Platform Services, giving the Client the possibility to terminate the agreement if it disagrees with such changes.
3.2.1. Products uploaded and stored at the Modelry platform by the Client shall not violate any international or domestic law, statute, ordinance, or regulation, the content of the Products shall not be defamatory, libellous, pornographic, obscene, offensive or evocative of racial hatred of any kind, and it must not infringe upon any intellectual property rights of any third parties.
3.2.2. If Products include any third party copyrighted materials, industrial property or trademarked images, logos, brand names, etc, it is the responsibility of the Client to determine, before hosting them at Modelry platform, whether additional licensing, rights, permissions, releases, or clearance are necessary, and the Client shall be solely responsibility to obtain such licences, rights, permissions, or clearances. The Client shall duly notify CGTrader if any Products cannot be hosted due to failure of the Client to meet its obligations under this paragraph.
3.2.3. CGTrader may remove or disable access to Products which violate any of the requirements under this section, or if CGTrader receives any notice from third party requesting removal of Product due to infringement upon intellectual property or any applicable legal requirement, restriction or regulation.
3.2.4. The Client shall not attempt to use the Modelry platform in any way which may adversely affect the performance or function of the Platform or interferes with the ability of authorised parties to access the platform.
3.3.1. The fees for the Platform Services to be paid by Client to CGTrader shall be defined in the Payment Plan, selected by the Client.
3.3.2. By default, the Client may be given an opportunity to use certain scope of the Platform Services free of charge, as defined in the then applicable Payment Plan, if the extent or volume of use does not exceed the thresholds (e.g. number of monthly Product views) specified in the Payment Plan. If Client exceeds the thresholds indicated in the Payment Plan, CGTrader will notify you and you will be able to upgrade to the next option corresponding to the volume of use of the Platform Services, and the Client shall have to make the payment of all fees applicable to the upgraded Payment Plan. If the upgrade is made during the current month or minimum subscription period (if any), the monthly fees shall apply in proportion of the remaining month or period.
3.3.3. If Payment Plan downgrade is requested by the Client, the new downgraded Payment Plan shall be activated at the end of minimum subscription period (if any) on the first day of the following month. The Client may continue use of the current plan until the end of minimum subscription period and no refund shall be provided to the Client.
3.3.4. Client shall make payments by any payment method supported by Modelry platform. Fees shall be charged in advance for the minimum subscription period or for the next month, in case minimum subscription period does not apply.
3.4.1. If the Client does not pay to CGTrader the fees or the fees cannot be charged off the credit card of the Client, CGTrader has a right issuing a 7 days notice to suspend access to the Platform Services allowing to the Client to access the Modelry Platform only for the purposes of making payment or updating payment method and details.
3.4.2. If the Platform Services were restricted due to non-payment of the fees, such Platform Services may be renewed after receipt of full payment of outstanding fees.
4.1. These Modelry Terms shall be binding as of signing-up for the Modelry account and shall remain in full force and effect unless terminated as provided herein.
4.2. Any Party may terminate the agreement by giving written notice (including by email or via the notification inside the Modelry platform) to the other Party at least one month in advance. Termination will not affect the approved Modelling Orders, which shall be completed by the CGTrader.
4.3. Either Party may terminate this Agreement immediately by written notice to other Party, if the other Party commits a material breach of the Modelry Terms.
4.4. Upon termination, no new Modelling Request shall be accepted, publishing features of theModelry Platform shall be disabled and the Client shall be permitted to download Products from the Modelry Platform, which are owned by the Client, within 30 days after termination, provided that all service fees accrued before termination are paid in full. After expiry of the term, the account of the Client shall be suspended, and access to the workspaces of the Client shall be disabled.
5.1. You agree to indemnify, defend and hold harmless CGTrader, its affiliates, and their respective officers, shareholders, partners, representatives, agents and employees from any and all liability, loss, damages, claim and expense, including reasonable attorney's fees, related to or arising from your violation of Modelry Terms, your use or misuse of the Modelry platform, or any infringement of any intellectual property or other right as a result of CGTrader’s performance of approved Modelling Orders. We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you, in which you will cooperate with us in asserting any available defences.
6.1. In no event shall CGTrader or any of its affiliates, or their respective officers, shareholders, partners, representatives, agents and employees be liable for any direct, indirect, punitive, special, incidental, exemplary or consequential damages or any damages whatsoever (including without limitation, damages for loss of use, data, information, profits or business interruption) arising out of or in any way related to the use or performance of the Modelry platform, or otherwise arising out of your inability to use this platform or any decision made or action taken by you in reliance of any information, or materials on this platform, whether such damages are based in tort, contract, negligence, strict liability or otherwise, even if CGTrader has been advised of the possibility of such damages. Your sole and exclusive remedy is to discontinue your access to and use of theModelry platform, even if this remedy fails of its essential purpose. As some jurisdictions do not allow the exclusion or limitation of liability to a certain extent, some of the above exclusions or limitations may not apply to you.
7.1. Modelry platform is provided by CGTrader on an “as is” basis. CGTrader makes no warranties with respect to this platform, and disclaims all applicable warranties, express or implied, including without limitation all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranties arising from course of dealing or usage in trade. CGTrader makes no warranty or representation regarding results that may be obtained from use of this platform, or use of material, information or data downloaded or otherwise obtained from this platform, or regarding the accuracy or reliability of any information obtained from this platform. CGTrader does not warrant or guarantee the accuracy, completeness, correctness, timeliness, or usefulness of Modelry platform
7.2. By accepting Modelry Terms you acknowledge and agree that your use of Modelry platform is at your own discretion and risk, and that you are solely responsible for any damage that results from use of this platform.
7.3. CGTrader does not warrant or guarantee that materials and information available throughModelry platform 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.
7.4. No advice or information, whether oral or written, obtained by you from CGTrader or in any manner when using the Modelry platform or Modelling Services shall create any warranty.
7.5. Because Modelry platform is delivered via the Internet, there may be some circumstances where the delivery is delayed. In no event will CGTrader be liable for any delays in delivery or performance caused by your failure to provide necessary and accurate information in a timely manner, or caused by circumstances or causes beyond CGTrader’s reasonable control.
8.1. CGTrader reserves the right at any time to modify, suspend or terminate the services (or any part thereof) provided at the Modelry platform, and/or your use of or access to them, with or without notice. CGTrader may also delete, or bar access to or use of, all related information and files. Client will be given reasonable time to download currently hosted 3D Products if hosting services are discontinued. CGTrader will not be liable to you or any third-party for any modification, suspension, or termination of the Services, or loss of related information.
8.2. CGTrader may amend Modelry Terms at any time without notice, as all terms will be posted on this URL and should be consulted by you prior to use.
8.3. The laws of Lithuania govern Modelry Terms without regard to any choice of laws or conflicts of law provisions. You agree that any lawsuit arising from or related to Modelry platform or Modelling Services shall be brought exclusively in courts located in Vilnius, Republic of Lithuania and you consent to the exclusive jurisdiction of such courts. The United Nations Convention for the International Sale of Goods does not apply to this agreement.
8.4. If any provision of Modelry Terms is held invalid, void, or for any reason unenforceable, that provision shall be severed and the remaining condition will remain in force to the fullest extent provided by law.
8.5. Any waiver of any portion of Modelry Terms will be effective only if in writing and signed by an authorised officer of CGTrader.
8.6.1. First, approved Modelling Quote;
8.6.2. Second, Modelling Request;
8.6.3. Third, Modelry Terms.
8.7. The Parties may agree on individual terms by signing separate agreements. In that case,Modelry Terms shall be incorporated into such agreements by reference, however, in case of discrepancies, separate agreements shall have priority over Modelry Terms.
8.8. No partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by Modelry Terms.
