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All Happy Toolbox Products Are Royalty Free

Just like our models, we like to keep it simple and professional! Royalty free licensing means that, after you purchase one of our products, you’re not required to make any future payments (or pay further royalty fees) on that product—and you can use it forever, as long as you comply with the license agreement.

The detailed Royalty Free License Agreement itself is always final and authoritative.

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Royalty Free License

This Royalty Free License Agreement is made as of this date (the “Effective Date” by and between the licensee (“you”) and The Happy Toolbox, LLC, a California limited liability company (“Company”) upon your Purchase (as that term is defined herein).

In consideration of the following mutual promises covenants and conditions, the parties agree as follows:

I. Definitions

“Company” includes The Happy Toolbox, LLC and all licensed affiliates and partners that distribute Products on behalf of The Happy Toolbox, LLC.

“Computer Game” is a type of Creation that includes digital games, computer-based games, handheld electronic games, mobile games, online games, social games, game mods, and console-based games.

“Creation” any work created by you.

“Imagery” is a Product made of any single image or sequence of images.

“Intellectual Property” means, copyright, trademark, trade secret, right of publicity, or any other proprietary right throughout the world.

“Product” is the collection of one or more digital files, packaged in the form of a product on the Site that can be identified by a product ID and made available to you, for Purchase on the Site. A Product may include 3D models, texture maps, motion captures, photographs, imagery, application and plug-in software, materials and shaders, shapes and vector graphics, training materials, building components, sound effects, stock music, and videos. Additionally, a Product may include a number of individual files of different file formats applicable to a variety of software applications (such as 3ds Max, Maya, and Cinema 4D), and may also include other files (such as jpeg images used for texturing), and images or other files that are used for promotional purposes. For customers and their use in Creations, this definition also includes derivative and intermediary files used for that purpose.

“Purchase” is the acquisition of a Product by you from the Site under this agreement, whether as a purchase of Product made available at a price of greater than $0, or a download of Product made available at no charge.

“Site” refers to the Company websites, API’s, software applications or any approved means or utility now known or hereafter invented; the software and source code used by Company to provide such services; user interface layouts, designs, images, text, knowledge base articles, program offers; site information provided in reports (such as popular keyword searches); and all other intellectual property protected under copyright, trademark, patent, publicity, or any other proprietary right.

II. License Rights

  1. Ownership. Except for those rights expressly granted in this license, Company shall retain all right, title, and ownership in Products.
  2. Rights Granted. Company grants to you a non-exclusive, perpetual, worldwide right and license to the Products for the uses authorized and described herein.
  3. Rights Granted When Sharing Products. Products purchased by an entity or Products purchased within the scope of employment may be shared solely within the entity and use of such Products shall be limited solely to producing the Creation. Products may be stored and shared on the entity’s networked hard drive for use in later Creations. Any third party that receives Products under the aforementioned shall take reasonable care to secure and limit access to Products for that purpose. You are responsible for any unauthorized use, as described herein, of a shared Product.
  4. Imagery. Permitted Uses of Imagery. Subject to the following restrictions, you may use Imagery within news, film, movies, television programs, video projects, multi-media projects, theatrical display, software user interfaces; architectural renderings, Computer Games, virtual worlds, simulation and training environments; corporate communications, marketing collateral, tradeshow promotional items, booth decorations and presentations; pre-visualizations, product prototyping and research; mobile, web, print, television, and billboard advertising; online and electronic publications of blogs, literature, social media, and email campaigns; website designs and layouts, desktop and mobile wallpapers, screensavers, toolbar skins; books, magazines, posters, greeting cards; apparel items, brochures, framed or printed artwork, household items, office items, lenticular prints, product packaging and manufactured products.
  5. Restrictions on Permitted Uses of Imagery.
    1. Clearinghouse. You shall not publish or distribute Imagery through another stock media clearinghouse, for example, as part of an online marketplace for photography, 3D sclip art, video, design templates or any other mass media distributor or producer.
    2. Promotional Images. Images displayed for the promotion of Products, such as preview images on the Product’s product page (“Promotional Images”), may be used in Imagery, provided that the Product itself has been Purchased and subject to the following restrictions:
      1. You shall not use a Promotional Image that has any added element which is not included as part of the Product. For example, if the Product contains a 3D model of an airplane, and there is a Promotional Image of that airplane rendered over a blue sky; the blue sky image is not included as part of the Product. Other prohibited examples include use of Promotional Images from movies or advertisements that may have used Product.
      2. You shall not use any Promotional Image that has a logo, mark, watermark, attribution, copyright or other notice superimposed on the image without prior approval from Company.
    3. Business Logos. You shall not use Imagery in any Creation that is a trademark, servicemark, or business logo.
  6. Uses in Creations of Computer Games and Software. Subject to the following restrictions, you may include Products in Computer Games, virtual worlds, simulation and training environments; mobile, desktop and web applications; and interactive electronic publications of literature such as e-books and electronic textbooks.
  7. Restrictions on Permitted Uses of Products in Creations of Games and Software.
    1. Interactivity. Your inclusion of Product(s) within any of the aforementioned Creations is limited to uses where the Product is contained within an interactive experience for the user and the user is restricted from using the Product outside of the interactive experience.
    2. Access to Products. You must take all reasonable and industry standard measures to prevent third parties from gaining access to Products. Products must be contained in proprietary formats so that they cannot be opened or imported in a publicly available software application or framework, or extracted without reverse engineering. WebGL exports from Unity, Unreal, Lumberyard, and Stingray are permitted. Any other open format or format encrypted with decrypt-able open standards (such as an encrypted compression archive or other WebGL programs not listed here) are prohibited from the Products.
    3. Open Systems. You shall not include Products in Creations that expose Products to the general functionality of importing and/or exporting the Products.
    4. Virtual Good Sales. You shall not import, upload, reproduce, make available, publish, transmit, distribute, or sublicense Products in virtual goods or worlds for any 3D community (“Virtual World”), unless you or your Client owns the Virtual World platform and it complies with the foregoing restrictions.
  8. Physical Creations. Subject to the following restrictions, you may use Products to make Physical Creations such as 3D printed works, articles of manufacture, custom vehicles, furniture, jewelry, sculptural artwork, toys, and physical entertainment goods (“Physical Creations”).
  9. Restrictions on Permitted Uses in Physical Creations.
    1. Substantially Similar Creations. Permitted use of any Physical Creation in which the Physical Creation is untransformed or substantially similar to the Product is limited to personal use, gifts, or charitable donations, with a maximum of 5 instances of such Physical Creation per Purchase; unless the Product is a small part of a much larger array of other physical objects in the Physical Creation.
  10. 3D Industry Promotional Use. If Company has granted you access to Products on a free-of-charge basis for use in your capacity as a hardware or software partner, your use of Products is restricted to internal testing for your 3D software or hardware products, and to the promotion of your software or hardware products with Imagery provided that an attribution of the artist’s name and the Site are included. In the event Products are used beyond those described in this Provision, you will promptly Purchase the Products and comply with the terms described herein.
  11. Unauthorized Use. If you use Products in an unauthorized way, Company shall be entitled to terminate your account and pursue, in Company’s sole discretion, other penalties, damages, losses, and profits at law or equity. The following are unauthorized uses that are explicitly prohibited:
    1. Competition. You shall not use Products in a way that competes with the Site or the Products themselves.
    2. Re-Distribution. You shall not re-distribute, publish, or make Products available to any third party except in the form of a permitted Creation, or shared as authorized in this agreement.
    3. Group Buying. You shall not aggregate funds to Purchase Products with one or more other parties. An example of this prohibited use is a website membership where members pool their money to make a single Purchase that is shared by the members of the group. Each such member must Purchase individually.
    4. Product Clearinghouses. You shall not publish, distribute, or make Products available through any online clearinghouse infrastructure.
    5. No Obscene or Unlawful Use. You shall not use Products for any defamatory, harassing, pornographic, obscene, or racist purpose, or to infringe any party’s Intellectual Property rights.
    6. False Attribution. You shall not misrepresent yourself as the creator of Products.
    7. Promotional Activities. You shall not feature Products in connection with the promotion, advertisement, marketing, or the like (“Promotional Activities”) for goods or services except as authorized herein. Products intended for Promotional Activities must be subject to a new license agreement between you and Company.
  12. Agents and Resellers. The license granted herein is wholly transferable by an authorized agent (“Agent”) or reseller to another party. The party the license is wholly transferred to shall be the transferee (“Transferee”). Each transferred license must be transferred entirely and all transferred Products must be permanently deleted from the Agent’s systems after the transfer. When transferring the license, an Agent represents and warrant that the Agent has the authority to bind the Transferee to these terms. The Agent is jointly and severally responsible with any Transferee and each are liable for the transferee’s use and compliance with Company’s Terms of Use and Site’s policies and procedures as well as any financial obligations hereunder.

III. License Term & Termination

  1. Term. Your right and license to Products is perpetual, unless terminated as described herein.
  2. Termination. Your license is terminated immediately and without notice in the cases described below. In the event of such termination, you and any recipients of Products must cease use, distribution, and destroy all copies of Products.
    1. Reversal of Purchase. Your right and license to Products are contingent on your Purchase of Products. Any payment reversal of a Purchase for any reason immediately terminates all rights granted under this agreement. Potential Reasons for a payment reversal include:
      1. Company reverses your Purchase at your request.
      2. Company receives a charge back notice from your bank or credit card cancelling your Purchase and withdrawing the funds used for your Purchase.
      3. Company determines in its sole discretion that your Purchase was fraudulent.
      4. Your purchase was made with a dishonored check.
      5. Your purchase was made and there is a bank transfer failure.
      6. When you are granted delayed payment terms, and fail to make payments such that Company sends you notice and terminates your account.
    2. Failure to Abide by the License Grant. Material failure to abide by the terms of this agreement immediately terminates your right and license to Products. If you detect a violation of the license grant by you or any recipient of shared Products, and promptly report the violation by contacting us. Company will make a good faith effort to find an appropriate remedy to preserve your license grant.

IV. Warranties

You covenant, represent, and warrant to Company that:

  1. You have full right, power, legal capacity, and authority to enter into and perform this agreement, have obtained any third-party consent needed to do so, and, prior to any Purchase, had an opportunity to seek independent legal counsel.
  2. You will not use Products except pursuant to the terms of this agreement. Should you use Products in an unauthorized way, you agree to any reasonable fee or penalty exercised by Company under this agreement or applicable law.
  3. You will, prior to Purchase, determine the need for and, if appropriate, obtain any needed third-party clearance, consent, or release to use Other-Party Intellectual Property shown in the digital rendering of Products, and shall not use Products to infringe any party’s Intellectual Property rights.
  4. You will immediately notify Company of any Intellectual Property claim against your use of Products or any other rights issue, before disclosing such issue to any third-party.

V. Limitation of Liability

  1. Products are provided on an “as is”, “as available”, and “with all faults” basis. Company makes no representations, warranties, conditions, or guarantees as to the usefulness, quality, suitability, truth, fitness for a particular purpose, non-infringement, merchantability, or cosmetic attributes of Products, and does not guarantee the accuracy or completeness of specifications associated with Products, including measurements, weight, durability, strength, materials, general physical properties, regulatory compliance, other engineering or construction attributes.

  2. Company disclaims all express or implied conditions, representations, and warranties of any kind regarding Products, including any implied warranty or condition of merchantability. Company allows your Purchase to be refunded under certain reasonable time frames and conditions, subject to the Site’s policies.
  3. You assume all risk for any damage to your computer systems and network for any damage to your computer system by obtaining Products, including any damages resulting from computer viruses.
  4. To the fullest extent permitted by law, Company shall not be liable for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages (including loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantage) arising out of or in connection with Products, even if Company has previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence) or (B) any damages in excess of $1,000. To the extent that any jurisdiction does not allow the exclusion or limitation of direct, incidental, or consequential damages, portions of the preceding limitation or exclusion shall not apply, but should be construed to the greatest extent applicable in such jurisdictions. Notwithstanding anything to the contrary herein, the Company indemnification obligation set forth below shall be limited to ten thousand ($10,000) dollars.
  5. You agree to indemnify and hold Company and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, employees and representatives (“Company Parties”) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to, or arising out of your use of the Source Material or Creations.
  6. Subject to sections 4 and 5 above, Company shall indemnify, defend, and hold you harmless from and against any claim or demand, including reasonable attorneys’ fees made by any third party for copyright or trademark infringement due to or arising out of your use of the Products in accordance with these Terms, but excluding any modifications made by You, if such infringement was caused by the modification. This indemnity shall not apply to a brand name or other third party intellectual property prior identified in a Product.
  7. In the event of an indemnification claim by You, you agree to provide notice to Company within thirty days’ of receiving any claim and allowing Company to fully control such claim, including but not limited to, selection of counsel, reasonable diligence into the claim, and if necessary litigation and/or settlement.

VI. Other Terms

  1. Entire Agreement. This agreement constitutes the entire agreement between you and Company relating to your Purchase, unless you have a corporate license agreement with Company. Corporate licenses are available with additional protections for additional fees. Please contact us if your organization requires a corporate license. Company does not otherwise offer any other changes, additions, variations, or additional signed forms related to this agreement. No modification to this agreement will be binding, unless in writing and signed by an authorized Company representative.
  2. Material Breach. You agree that any material breach of these Terms will result in irreparable harm to Company for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Company will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Company seeks such an injunction.
  3. Import/Export Regulations. Products may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall with Products: (a) obtain any export, re-export, or import authorizations required by U.S. or Your local laws; (b) not design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Products to prohibited countries and entities identified in the U.S. export regulations.
  4. Governing Law. This agreement is governed by Illinois law, excluding conflict of law principles. Any action or proceeding arising out of or related to this agreement must be brought in a state or federal court located in Chicago, Illinois, and both parties irrevocably submit to the exclusive jurisdiction of such courts. All notices, requests and other communications under this agreement must be in writing (e-mail messages shall be deemed writings).
  5. LIMITED INTERNAL USER ARBITRATION. You acknowledge and agree that Company may, in its sole discretion, arbitrate disputes between Company users involving Products (including any purchaser or supplier of Products), and such findings shall be final and non-appealable. Either party may request that Company arbitrate the dispute, or Company may elect, at its option, to arbitrate the dispute. After Company elects to arbitrate any dispute hereunder, Company will waive any rights to a commission from both the Purchase and arbitration, and the parties must keep the results and process confidential and shall not disclose anything related to the dispute to any other party (whether by oral, written, or other type of disclosure). To resolve disputes, Company may decide to terminate or suspend users, revoke the license, offer replacement Products, reestablish the licensee, or surrender or reallocate fees (whether by refund, charitable donation, or otherwise). Company may award up to 3X the Purchase price to either party depending on the circumstances. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT ACCEPTING THIS ARBITRATION PROVISION WAIVES RIGHTS TO JUDICIAL RESOLUTION, TRIAL BY JURY AND RIGHTS YOU WOULD OTHERWISE HAVE IF YOU HAD NOT AGREED TO THIS ARBITRATION PROVISION.
  6. Notice. Any notice under this agreement shall be via our contact form, provided that you receive an acknowledgement email from a Company representative within 5 business days. If no such acknowledgement email is received, notice must be in writing and delivered by mail to the following address:
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    The Happy Toolbox
    1005 Riverside Dr
    San Jose, CA 95125
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  7. Assignment. Company shall not assign its rights under this agreement without providing you notice, except in the case of a bankruptcy, merger, acquisition, sale of all or substantially all of Company’s assets to a subsequent owner or operator, or similar event. You shall not assign your rights under this agreement without the prior written consent of Company, which will not be unreasonably withheld.
  8. English. This agreement may be translated into other languages, but English is the official language of this agreement and in any conflict between the English language version and any other version, the English language version shall control.

This Royalty Free License is effective for use with Products for use on or after February 1, 2020.