Standard Subscription Licence

Welcome to Synty Studios! We provide a variety of 3D art, 2D art, animation and software assets to be used in a variety of Products, including video games, video media, content creation, marketing media, physical products and where permitted Content Creation Systems, NFT and Block-chain products.

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Synty Studios Limited (NZBN 9429042275473).

This Agreement forms our contract with you, and sets out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to this Agreement.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email: licencing@syntystudios.com

These Terms were last updated on 11 September 2024.

This Agreement is entered into between us and you, together the Parties and each a Party.

1. Our Services

1.1 You accept this Agreement when you purchase a Subscription.

1.2 We provide the following services to you:

(a) access to our Assets, including a licence to use our Assets in accordance with your Subscription;

(b) access our troubleshooting support (Support Services),
(collectively, our Services).

1.3 You may use our Assets for the following purposes:

(a) the creation and development of video games, board games, VR/AR applications, VR/AR games, video content, or static art images;

(b) the creation and development of user generated content within a game, platform, engine, or middleware (provided that you otherwise comply with the terms of this Agreement); and

1.4 You may not use our Assets for the following purposes:

(a) development of or in connection with generative AI (including as input for generative AI), stock images or stock art (2D or 3D), stock video, distribution on an Asset Marketplace;

(b) the creation of promotional or marketing materials for a purpose that is not the Authorised Purpose; or

1.5 You may not use the Assets for the creation and development of, or use within:

(a) Non-Fungible Tokens (NFT); and

(b) Block-chain based products or projects.

1.6 You may not use our Assets for the creation and development of Content Creation Systems.

1.7 For the avoidance of doubt, you may use our Assets to create user generated content within a Content Creation System provided that you are not the developer or owner of the Content Creation System and you otherwise comply with the terms of this Agreement.

1.8 We may change the scope of the Authorised Purpose (as set out in clause 1.3) from time to time and with 30 days prior written notice. Where you reject any change to the scope of the Authorised Purpose, you reserve the right to terminate this Agreement in accordance with clause 12.6(c).

1.9 If you require Support Services, you may request these by getting in touch with us via our website.

1.10 Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.

1.11 Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).

1.12 Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Assets), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise under clause 1.11.

1.13 All variations to our Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of our Services or our obligations under this Agreement, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.

1.14 Notwithstanding clause 1.13, you agree that we may vary our Services or the Subscription Fees at any time, by providing 30 days’ written notice to you (Variation Notice Period). If you do not agree to any amendment made to our Services or Subscription Fees, you may, before the end of the Variation Notice Period, terminate this Agreement by giving us 30 days’ notice in writing, in which case, the proposed variation will not come into effect, your Subscription will be cancelled and clause 12 will apply. Upon cancellation of your Subscription:

(a) you will no longer be able to access our Services (including our Assets) on and from the date of cancellation; and

(b) if you have paid Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining.

2. Seats

2.1 You must purchase a Subscription which entitles you to the correct number of Seats for the required number of Authorised Users, as at the commencement of the Subscription Period.

2.2 Where you require additional Seats, you must purchase an additional Subscription such that your Subscriptions Seats add up to the required number of Authorised Users.

3. Authorised Users

3.1 An Authorised User is any, employee, contractor, or individual engaged by you to interact with our Assets or the Product in some capacity within the last 30 days.

3.2 Any limitations on the number of Authorised Users is defined by the number of Seats included in your relevant Subscription.

4. Account

4.1 You must sign up for an Account in order to access and use our Assets.

4.2 You may invite Authorised Users to access and use our Services under your Account. Each of your Authorised Users will require your login, to access your Account. You are responsible for ensuring that your Authorised Users comply with this Agreement.

4.3 While you have an Account with us, you agree to (and ensure your Authorised Users agree to):

(a) keep your information up-to-date (and ensure it remains true, accurate and complete);

(b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and

(c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

4.4 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised or excessive sharing of login details for your Account). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

5. Subscriptions

5.1 Once you have created your Account, you may choose a Subscription.

5.2 The details of your Subscription are set out on our website, including the Subscription Features, Subscription Fees and Subscription Periods.

5.3 During the Subscription Period, you will be billed for the Subscription Fees on a recurring basis, as set on our website (Billing Cycle).

5.4 If you wish to customise your Subscription to include the NFT and Block-chain and/or the Creation System Systems, please email licencing@syntystudios.com.

5.5 You will be billed for any Subscription Fees due at the beginning of each Billing Cycle. If you choose to pay your Subscription Fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out on our Assets).

5.6 You must not pay, or attempt to pay, any Subscription Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting this Agreement, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that bank account.

5.7 Late Payments: If any Subscription Fees are not paid on time, we may suspend your access to our Services (including access to our Assets).

5.8 Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

6. Asset Licence

6.1 While you have an active Subscription, we grant you and your Authorised Users a non-exclusive right to use our Assets for the Authorised Purpose (which may be suspended or revoked in accordance with this Agreement). This right cannot be passed on or transferred to any other person and will also be subject to the conditions of your Subscription (as set out on our website).

6.2 Where your Subscription expires or is terminated, you must cease using our Assets in any new Intellectual Property created following the date of expiry or termination, in accordance with clauses 12.2 and 12.4.

6.3 You must not (and you must ensure that your Authorised Users do not):

(a) Use our Assets in any way other than for the Authorised Purpose;

(b) access or use our Assets in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;

(d) introduce any viruses or other malicious software code into our Assets;

(e) attempt to access any data or log into any server or account that you are not expressly authorised to access;

(f) sell, rent, lease, or transfer our Assets on a "stand-alone basis" and without adding value;

(g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or

(h) access or use our Assets to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

7. Availability, Disruption and Downtime

7.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

7.2 Our Services (including our Assets) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

7.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

8. Intellectual Property and Data

8.1 We own all Intellectual Property Rights in our Services and our Assets (Our Materials). This includes how our Assets look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property.

8.2 As between the Parties:

(a) we own all Intellectual Property Rights in Our Materials;

(b) you own all Intellectual Property Rights in Your Materials; and

(c) nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

8.3 We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you, solely for your use and enjoyment of the Services for the Authorised Purpose, as contemplated by this Agreement.

8.4 As between the Parties, ownership of all Intellectual Property Rights in any New Materials created by you in the course of the Agreement (excluding the use, modification, or improvement of Our Materials) will at all times vest, or remain vested, in you upon creation.

8.5 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

8.6 This clause 8 will survive termination or expiry of this Agreement.

9. Confidential Information and Personal Information

9.1 While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

9.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

9.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available at https://syntystore.com/pages/privacy-policy, and applicable privacy laws.

9.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).

9.5 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

9.6 This clause 9 will survive termination or expiry of this Agreement.

10. New Zealand Consumer Laws

10.1 To the maximum extent permitted by law, our warranties are limited to those expressly stated in this Agreement. Any implied condition or warranty (including any warranty under Part 3 of the Contract and Commercial Law Act 2017) is excluded.

10.2 You agree and represent that you are acquiring the Services for the purposes of trade. The Parties agree that:

(a) to the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply to the supply of the Services or the Agreement; and

(b) it is fair and reasonable that the Parties are bound by this Agreement, including this clause 9.2.

10.3 This clause 10 will survive the termination or expiry of this Agreement.

11. Liability

11.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

(a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or

(b) any use of our Services by a person or entity other than you or your Authorised Users.

11.2 Regardless of whatever else is stated in this Agreement, to the maximum extent permitted by law:

(a) neither we or you are liable for any Consequential Loss;

(b) a party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; and

(c) our aggregate liability to you for any Liability arising from or in connection with this Agreement will be limited to the amount of any Subscription Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates.

11.3 This clause 11 will survive termination or expiry of this Agreement.

12. Termination & Expiry

12.1 This Agreement will commence on the date you purchase a Subscription and will continue until your Subscription ends and is not renewed, unless earlier terminated in accordance with this clause 12.

12.2 Upon termination of this Agreement in accordance with this clause 12, or expiry of the Subscription Period, you must cease using our Assets in any new Intellectual Property (including Your Materials or New Materials) created following the date of termination or expiry. You reserve the right to make minor bug fixes such as maintenance updates to the Product if:

(a) the Product is not substantially developed, modified or improved after the date of termination or expiry; or

(b) you are removing the use of our Assets from the Product.

12.3 For the avoidance of doubt, If the Product is substantially developed, modified or improved you are required to have an active Subscription.

12.4 Upon termination of this Agreement in accordance with this clause 12, or expiry of the Subscription Period, you must not create or share any new promotional or marketing material (including social media posts) containing our Assets. You reserve the right to leave live any promotional or marketing materials created and shared prior to the date of termination or expiry of the Agreement.

12.5 We may terminate this Agreement (meaning you will lose access to our Services, including our Assets, and any Subscription will be cancelled) if:

(a) you fail to pay your Subscription Fees when they are due;

(b) we become aware that you have exceeded the number of Seats included within your Subscription, and you are unwilling to accept a variation of the Subscription Fees in accordance with clause 1.14;

(c) you or your Authorised Users breach this Agreement and do not remedy that breach within 14 days of us notifying you of that breach;

(d) you or your Authorised Users breach this Agreement and that breach cannot be remedied; or

(e) (you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

12.6 You may terminate this Agreement if:

(a) we breach this Agreement and do not remedy that breach within 14 days of you notifying us of that breach; or

(b) we breach this Agreement and that breach cannot be remedied;

(d) if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.

12.7 You may also terminate this Agreement at any time by managing your Subscription through your Account or if you have entered into this Agreement without an Account you may terminate this Agreement by giving us 30 days’ notice to our email for notices (as set out in clause 13.9), and if you have a Subscription, termination will take effect at the end of your current Subscription Period.

12.8 Termination of this Agreement will not affect any other rights or liabilities that we or you may have.

12.9 This clause 12 will survive termination or expiry of this Agreement.

13. General

13.1 Amendment: Subject to clauses 1.13 and 1.14, this Agreement may only be amended if we and you agree in writing.

13.2 Assignment: You may not transfer or assign this Agreement (including any benefits or obligations you have under this Agreement) to any third party without our prior written consent. We may assign or transfer this Agreement to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

13.3 Disputes: Neither Party may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) unless the Parties first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent either Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
If the Dispute is not resolved at that initial meeting:

(a) where you are resident or incorporated in New Zealand, the Dispute is to be referred to mediation, administered by the New Zealand Disputes Resolution Centre, who will decide the time, place and rules for mediation, and the costs of the mediation will be shared equally; or

(b) where you are not resident or incorporated in New Zealand, refer the matter to arbitration administered by the New Zealand International Arbitration Centre, with such arbitration to be conducted in Wellington, New Zealand, before one arbitrator, in English and in accordance with the NZIAC Arbitration Rules.

13.4 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

(a) as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and

(b) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
Where the Force Majeure Event prevents a Party from performing a material obligation under this Agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.

13.5 Governing law: This Agreement is governed by the laws of New Zealand, and any matter relating to this Agreement is to be determined exclusively by the courts in New Zealand.

13.6 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with this Agreement.

13.7 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications. Electronic communications relating to changes to this Agreement, our Services, your Subscription, Subscription Fees, transactions, Account information and access will continue.

13.8 Nature of Legal Relationship: This Agreement does not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

13.9 Notices: Any notice you send to us must be sent to legal@syntystudios.com. Any notice we send to you will be sent to the email address registered against your Account. Notice will be deemed to have been served at the time of transmission.

13.10 Subcontracting: We may subcontract the provision of any part of our Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.

13.11 Survival: Clauses 8 to 12 will survive the termination or expiry of this Agreement.

13.12 Third Party Sites: Our website may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Assets, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Assets, or for featuring certain goods or services on our Assets. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Assets.

14. Definitions

14.1 In this Agreement, unless context otherwise requires, capitalised terms have the following meanings given to them:

Account means an account accessible to the individual or entity who signed up to our Services, under which Authorised Users may be granted with access.

Assets means our downloadable Assets, available at https://syntystore.com/.

Asset Marketplace means any marketplace that allows users to sell, rent, lease, or transfer assets on a "stand-alone basis".

Authorised Users means any, employee, contractor, or individual engaged by you to interact with our Assets or the Product in some capacity within the last 30 days.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Assets) will not constitute “Consequential Loss”.

Content Creation System means any software, website, game engine or middleware which enables end users to create commercialised content with our Assets, including without limitation, for the creation of game mods, user-generated content, standalone products, or where user-generated content is the primary purpose of the Product.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trademarks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

New Materials includes the Product and means all Intellectual Property developed or created by you or any of your respective Personnel in relation to the Product, and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.

Our Materials means our Assets and all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes New Materials and Your Materials. For the avoidance of doubt, where you edit or alter our Assets, such edits form part of Our Materials and are our Intellectual Property.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Product means anything created, developed, modified or improved in the course of using our Services and Assets.

Seats means the maximum number of Authorised Users you may authorise to interact with our Assets, Product and access your Account.

Services means the services we provide to you, as detailed in clause 1.2.

Subscription means the Subscription plan you have chosen, which you use to access our Assets, features and benefits.

Subscription Features means the features and limitations of your chosen Subscription, as set out on our website.

Subscription Fees means the fees you pay to us to access your chosen Subscription, as set out on our website.

Subscription Period means the duration of your Subscription, as set out on our website.

Your Materials means all Intellectual Property which is owned by or licensed by you and any improvements, modifications or enhancements of such Intellectual Property, but excludes New Materials and Our Materials.

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