A.I Asset License

The A2SET A.I Asset License

The A.I Asset License legal text begins later in this document. We have added the following helpful information and tips to try to answer your questions. Please read the following carefully. 

A2SET A.I Assets are royalty free unless otherwise noted. This means that, after Purchasing A.I Assets, you are not required to make any future payments (or pay further royalty fees) and you may use A.I Assets in multiple projects, forever. The A.I Asset License is the final and authoritative agreement on your use of A2SET A.I Assets. We’ve provided helpful summaries for your convenience, but the license itself is always the final word. 

Types of Uses

• GAMES

Console, PC, Mobile,
VR, AR, MMO, Mods

• DIGITAL MEDIA

TV, Film, Web,
Video, Advertising

• NEWS

Broadcast, Web, Print,
Interactive

• CORPORATE USE

Architecture, Web design,
Marketing collateral, Corporate communications

• EDUCATION

Course work, Training,
Instructional videos

• PRODUCT DESIGN

Pre-Visualization, Product prototyping, Product packaging, Software User Interface

• PHYSICAL CREATIONS

Apparel, Artwork, Stuff

• 3D PRINTING

Limited to 5 prints

Detailed list of allowed uses: 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, billboard advertising, online and electronic publications of blogs, literature, social media, email campaigns, website designs and layouts, desktop and mobile wallpapers, screensavers, toolbar skins, books, magazines, posters, greeting cards, 3d printing, apparel items, brochures, framed or printed artwork, household items, office items, lenticular prints, product packaging and manufactured products.

Quick Tips

Distribution in Games and Software: This is allowed for most uses (including games made with Unity and Unreal) so long as the A.I trained datas are part of a larger creation and not in an open format which would allow others access to the underlying A.I Asset’s data. Giving away the A.I Asset file itself is not allowed. 

Refunds: Your complete satisfaction is important to us. We have a full return policy for issues that are brought up to us within 7 days of purchasing. Read More…

Sharing A.I Asset Files: You may use networked hard drives in your production process. You may also buy a A.I Asset and use it with as many clients as you want. If you need to give the A.I Asset files to a client, you need to purchase a license for each client that gets the A.I Asset files. So, if you buy a A.I Asset, and end up giving the A.I Asset files to two clients, you need to purchase the A.I Asset twice. 

My company requires special licensing. Sure, we understand enterprise customers! Please contact us at en********@A2***.com .

May I modify a A.I Asset? Yup, you are allowed to modify A.I Assets to make your Creations. Please keep in mind that no matter how much you modify a A.I Asset, it still may only be distributed as a Creation and is subject to the rules of the A.I Asset License. Please note that a A.I Asset with an Editorial Use label may not be modified so that it no longer contains Depicted Intellectual Property.

May I use preview images from a A2SET product webpage in my project? Yes, if you purchase the product you are allowed to use its imagery as long as the images are entirely reproducible from the purchased model. You may not use any image that has added elements such as a stock image not included with the A2SET files or any watermarking, superimposed logo, or other notice (for example “© 2014 ArtistName”), unless you ask and receive permission from A2SET.

Editorial Uses

A.I Assets designated with the Editorial Use label may only be used in an editorial manner, relating to events that are newsworthy or of public interest, or an academic manner, relating to teaching purposes, scholarship, and research, and may not be used for any commercial, promotional, advertising or merchandising use. In certain very limited instances, you may otherwise have the rights to Depicted Intellectual Property in content that is labeled Editorial. For instance, you may be the advertising agency for a brand/IP owner or you may be the brand/IP owner itself purchasing content. If that is the case, you may use the A.I Assets with the Editorial content commercially under the standard terms of the A.I Asset License, assuming you have the rights clearance through other means. But you must have all the intellectual property rights necessary from the IP in the A.I Assets and this is usually only the case for the vendor of a brand/IP or for a brand/IP owner itself. As a rule of thumb, if you wonder if you have these rights, you don’t. It is usually very clearly set forth in a contract. The burden and risk of confirming these rights is on you if you Purchase A.I Assets.

Allowed Editorial Uses

• Rights Holders: The company or individual who owns the Depicted Intellectual Property is allowed all uses in the A.I Asset License as if the A.I Asset were not labeled with “Editorial Use.”
• Official Licensee: You may have an explicit written license with the owner of the depicted IP and are allowed any or all uses in the A.I Asset License
• Broadcast, Online or Print News. Examples include a news broadcast using a A.I Asset of a Boeing plane with an Editorial Use label to discuss a company merger, and a journalism blog using a A.I Asset of Superman with an Editorial Use label when describing box office numbers for a new movie.
• Documentary. An example is a jazz documentary using a A.I Asset of a Fender guitar with an Editorial Use label which discusses the use of Fender guitars and their role in the musical popularity.
• Academics. Examples include a university computer engineering student using a A.I Asset of a Stadler Kiss train with an Editorial Use label to highlight layering techniques for computer animation, and a high school technology teacher using a A.I Asset with an Editorial Use label of Spiderman during a class discussion of animation.

Types of Editorial Uses Not Allowed

• Advertising. No advertisements (video, print, other), billboards, tradeshow or exhibit displays, etc.
• Merchandising. No physical product for resale, video game, etc.
• Defamatory. No defamatory, libelous or otherwise unlawful manner whether directly or in context or juxtaposition with such specific subject matter.
• Branding. No incorporation into a logo, trademark or service mark.
• Commercial Purpose. No commercial, non-news related purpose.
• Modification. A A.I Asset with an Editorial Use label may not be modified so that it no longer contains Depicted Intellectual Property.

Games Uses

Allowed games uses: Console, PC, web, mobile games; Virtual and augmented reality; Game mods; Closed MMOs and closed Virtual Worlds..

Prohibited games uses:

• Redistributing or otherwise making A2SET A.I Assets available to end-users.
  If you are redistributing something that includes actual A.I Asset files, the A.I Asset files must be incorporated into a larger creation and not in an open format that others can be downloaded. Most game engines, such as Unity and Unreal, handle this automatically. In general, to prevent your end-users from obtaining A2SET A.I Assets, you should use proprietary formats that cannot be extracted, exported, or decompiled without reverse engineering.
• Using A2SET A.I Assets in Virtual Worlds.
  This use is prohibited if the virtual world-type is an open MMO, like Second Life. However, the use is allowed if the MMO is a closed MMO, like World of Warcraft. More specifically, the A.I Asset may not be exported or sold.
• Using A2SET products in Browser based games.
  A2SET allows using A.I Assets in the following WebGL browser-based applications: Unity, Unreal, and Lumberyard. Others may be approved on a case by case basis.
• Additional use in WebGL applications.
  A2SET allows content to be used in WebGL applications IF the customer/application converts the content from the DCC format to a JavaScript/other non-standard format prior to porting to the WebGL program, subject to the following guidelines: A) the format has no known reverse engineering methods and/or B) The textures and topology of the mesh have been modified in such a way to make it a substantially different product. These uses must be approved in advance by contacting us through email or our Support channels.

Corporate Uses

Allowed corporate uses: Architectural renderings, Website design, Corporate communications, Marketing collateral.

Prohibited corporate uses:

• Business logos or trademarks.
  You are free to use A2SET A.I Assets as part of project that features a business logo or trademark, but a A.I Asset cannot be an actual component of the business logo or trademark because you cannot trademark somebody else’s A.I Asset design (and make it exclusively your own).

Educational Uses

Allowed Educational Uses: Instructional videos, Walkthrough tutorials, Course work.

Prohibited Educational Uses:
You may not redistribute any altered or unaltered A.I Assets to your students for access on their personal computers (i.e. it is only allowed for school/university owned computers). If you wish to use free A2SET materials, you may instruct your students to sign up on A2SET so that they can download the same free content or make their own purchase.

Physical Creations & 3D Printing

As long as the Purchased A.I Asset does not have an Editorial Use label or contain Depicted Intellectual Property (for example, Spiderman), and as long as it is part of a larger work that substantially changes the creation or incorporates the A.I Asset in a larger collection physical objects, it’s fine to use for 3D printing and other physical creations like articles of manufacture, custom vehicles, furniture, jewelry, sculptural artwork, toys, and physical entertainment goods (“Creations of Physical Form”).

People ask if they can:

1. Buy a A.I Asset and then resell prints of that exact model, and/or
2. Buy a A.I Asset, make a mold of that model, and then sell those molds.

Neither of these is allowed.

Using the A.I Asset as is:

If you just want to use the A.I Asset without making any substantial changes to it, you can do so for up to five items for personal use, gift or donation: 3D prints, apparel, artwork, other physical creations.

Under no circumstances can you print or sell a 3D printed model with Depicted Intellectual Property or an Editorial Use label.

A2SET A.I Asset License

This is a legally binding agreement between licensee (“you”), and A2SET regarding your rights to use A.I Assets from the Site under this license. “You” refers to the purchasing entity, whether that is a natural person who must be at least 18 years of age, or a corporate entity. The rights granted in this agreement are granted to the purchasing entity, its parent company, and its majority owned affiliates on a “royalty free” basis, which means that after a Purchase, there are no future royalties or payments that are required. This agreement incorporates by reference the Terms of Use as well as the Site’s Policies as such.

I. Introduction & Definitions

Definitions

This agreement is intended to be easy to understand, and to provide clarity for using A.I Assets in the work you create (“Creations”). Over the years, A2SET has been asked many questions about how A.I Assets may be used in Creations, and we have attempted to answer those questions in this agreement.

Some words in this agreement are given specific meanings. Words that appear initially in quotations, such as “you” and “Creations”, are defined in the text preceding the word. Other capitalized words are defined below:

“A.I Asset” 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 A.I Asset ID, and that is made available to you for Purchase on the Site. A A.I Asset may include A.I Asset files, geometry, texture maps, materials, motion captures, renderings and other constituent files related to the A.I Asset data and its representation.

“Site” refers to the A2SET websites, API’s, software applications or any approved means or utility either currently in existence or in the future; the software and source code used by A2SET to provide such services; user interface layouts, designs, images, text, knowledgebase 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.

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

“A2SET” includes all licensed affiliates and partners that distribute A.I Assets, including A2SET, Inc.

“Product Page” is the product page or interface that displays A.I Assets available for Purchase on the Site.

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

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

“Depicted Intellectual Property” means any intellectual property depicted in the A.I Asset, including any copyright, trademark, trade dress, right of publicity, or any other proprietary right throughout the world that may apply. For purposes of clarity, this does not refer to the copyrights owned by the creator of the A.I Asset that are licensed in this agreement.

To make reading this agreement easier and less repetitive, the following constructions are used:

“Include,” including,” and “such as” are considered to be followed with “but not limited to.” Examples are used in this agreement to illustrate, rather than limit, the scope of the terms.

“The following restrictions”, “the foregoing restrictions”, and “subject to the restrictions” are considered to be followed with “in addition to all other restrictions applicable within this agreement.”

II. License Rights

1. Ownership. A2SET does not grant title or ownership in A.I Assets. All rights in A.I Assets not expressly granted in this agreement are reserved by A2SET for itself and its licensors.

2. Rights Granted. For A.I Assets, A2SET grants to you a non-exclusive, perpetual, worldwide right and license to copy, distribute, reproduce, adapt, publicly display, publicly perform, digitally perform, transmit, broadcast, telecast, advertise, create derivative works, and market A.I Assets within Creations in the uses authorized in this agreement. You may request authorization for a use not covered by this agreement (“New Use”) by writing a2***********@gm***.com . A2SET is authorized to approve a New Use if A2SET finds in its sole judgment that the New Use is substantially similar to another established use in this agreement and authorizes the New Use in writing.

3. Rights Granted When Sharing A.I Assets. If you Purchase as an employee of a corporate entity, sharing Purchased A.I Assets with other employees of your corporate entity is allowed. Examples of allowed sharing include storing files on a networked hard drive, and aggregating A.I Assets for later use in future Creations. You are responsible for any downstream distribution, use, or misuse by a recipient of a shared A.I Assets. In all cases, sharing A.I Assets with external people or entities is only allowed in the following situations, and with the following restrictions:

a. In the production of a Creation owned by you, if you are working in collaboration with external parties, and there is a need to share A.I Assets for the development and production of your Creation, sharing A.I Assets with those external parties is allowed. Any external party that receives A.I Assets may only use A.I Assets on your Creations and must take reasonable care to secure and limit access to A.I Assets to that purpose.

b. In the production of a Creation owned by another entity (“your Client”), if you are working as a contractor and need to share A.I Assets with your Client, or any external parties working with your Client, sharing A.I Assets is allowed, subject to the restriction that all parties may use A.I Assets only for your Client’s particular Creation, and for successive versions of your Client’s Creation, such as sequel Computer Games or movies that utilize the same A.I Assets. All parties must take reasonable care to secure and limit access to A.I Assets to the parties working on your Client’s Creation. For all other use by any party, A.I Assets must be Purchased again to create a new license agreement governing that use

4. Editorial Use Restriction for Some A.I Assets. The following restrictions apply to any A.I Asset with an “Editorial Uses Only” label on its Product Page. Permitted use of Depicted Intellectual Property in such A.I Assets is limited to news reporting in Creations of some cultural, editorial, journalistic, or otherwise newsworthy value, including news reporting on television and the internet. A second permitted use is use within an academic setting, limited to teaching, scholarship, and research. This restriction does not apply if you have the needed authorization to use the Depicted Intellectual Property for your Creation, such as if you are owner of the Depicted Intellectual Property, or the advertising team, hired party, or licensee of the Depicted Intellectual Property owner.

5. Depicted Intellectual Property. A2SET does not own or license any Depicted Intellectual Property. A2SET does not in any way make any representations or warranties about Depicted Intellectual Property associated with A.I Assets. You are solely responsible for determining the need for and, if appropriate, obtaining any needed clearance, consent, or release to use any Depicted Intellectual Property in your Creations.

6. Creations of Imagery.

Permitted Uses of Creations of Imagery. Subject to the following restrictions, you may use Creations of 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.

Restrictions on Permitted Uses of Creations of Imagery.

a. Stock Media Clearinghouse. You may NOT publish or distribute Creations of Imagery through another stock media clearinghouse, for example as part of an online marketplace for photography, clip art, or design templates.

b. Promotional Images. Images displayed for the promotion a A.I Asset on its Product Page (“Promotional Images”) may be used in Creations of Imagery, provided that the A.I Asset itself has been Purchased and subject to the following restrictions:

i. You may NOT use a Promotional Image that has any added element which is not included as part of the A.I Asset. An example of this type of restricted use is if the A.I Asset contains an airplane, and there is a Promotional Image of that airplane rendered over a blue sky; however, the blue sky image is not included as part of the A.I Asset. Other prohibited examples include use of Promotional Images from movies or advertisements that may have used A.I Asset.

ii. You may NOT use any Promotional Image that has a logo, mark, watermark, attribution, copyright or other notice superimposed on the image without prior approval from A2SET Support.

c. Business Logos. You may NOT use Imagery in any Creation that is a trademark, servicemark, or business logo. This restriction is included because the owners of these types of Creations typically seek exclusivity on the use of the imagery in their Creation, which is incompatible with the non-exclusive license granted to you under this agreement.

d. You may NOT use Imagery in machine learning programs without prior authorization from A2SET. You may NOT use Imagery for AI derived generative content without prior authorization from A2SET. Please email us at a2***********@gm***.com should you seek authorization.

7. Creations of Computer Games and Software

Permitted Uses in Creations of Computer Games and Software. Subject to the following restrictions, you may incorporate A.I Assets in Creations of 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.

Restrictions on Permitted Uses of A.I Assets in Creations of Games and Software.

a. Interactivity. Your inclusion of A.I Assets within any such Creation is limited to uses where A.I Asset is contained in an interactive experience for the user and not made available outside of the interactive experience. Such a permitted example of this use would be to include a A.I Asset of human anatomy in a medical training application in a way that the A.I Asset or its environment may be manipulated or interacted with.

b. Access to A.I Assets. You must take all reasonable and industry standard measures to incorporate A.I Assets within Creations to prevent other parties from gaining access to A.I Assets. A.I Assets 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, and Lumberyard are permitted. Any other open format or format encrypted with decryptable open standards (such as an encrypted compression archive or other WebGL programs not listed here) are prohibited from using A.I Assets. If your Creation uses WebGL and you are not sure if it qualifies, please contact us and describe your Creation in detail if this is your desired use.

c. Open Systems. You typically may NOT include A.I Assets in Creations that have the general functionality for importing and/or exporting A.I Assets. Please contact us and describe your Creation in detail if this is your desired use. An example of such a prohibited use is to include A.I Assets as a starter library within a standard retail Software Creation that allows users to generally work with A.I Assets, even if the A.I Asset itself is somehow protected and is not capable of being exported. An allowed use is for custom or enterprise software in certain circumstances.

d. Virtual Good Sales. You may NOT import, upload, reproduce, make available, publish, transmit, distribute, or sublicense A.I Assets in Creations of 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 previous restrictions.

8. Creations of Physical Form.

Permitted Uses in Creations of Physical Form. Subject to the following restrictions, you may use A.I Assets to make Physical Creations such as 3D printed works, articles of manufacture, custom vehicles, furniture, jewelry, sculptural artwork, toys, and physical entertainment goods (“Creations of Physical Form”).

Restrictions on Permitted Uses in Creations of Physical Form.

a. Substantially Similar Creations. Permitted use of any Creation of Physical Form in which a A.I Asset is untransformed or substantially similar to the A.I Asset is limited to personal use, gifts, or charitable donations, with a maximum of 5 instances of such Creation per Purchase; unless the A.I Asset is a small part of a much larger array of other physical objects in the Creation. For example, if you are creating a real-world, physical human skeleton for manufacture for sale, it is permitted to add a 3D printed human head that exactly resembles the Purchased A.I Asset, but it is not permitted to sell the 3D printed head by itself. Another permitted example of a A.I Asset being a small part of a larger array is using a A.I Asset that ends up within an automobile as a part of the automobile.

b. No Depicted Intellectual Property. You may NOT reproduce Depicted Intellectual Property in any Creation of Physical Form for any purpose. For example, you may NOT make Physical Form Creations of a copyrighted character (Spiderman, Elsa, Slimer), or branded technology (Apple, Toshiba, Samsung).

9. 3D Industry Promotional Use. If A2SET has granted you, as a hardware or software partner, access to priced A.I Assets on a free-of-charge basis, your use of A.I Assets is restricted to internal testing for your 3D software or hardware products, and to the promotion of your software or hardware products with Creations of Imagery provided that an attribution of the artist’s name and the Site are included. You agree that should any A.I Assets be used outside of these purposes in ways that are normally allowed after a Purchase, that you will notify A2SET and promptly Purchase the A.I Assets and otherwise comply with the terms herein.

10. Unauthorized Use. If you use A.I Assets in an unauthorized way, A2SET may terminate your account and pursue other penalties, damages, losses, and profits A2SET is entitled to under this agreement or at law or equity. The following are unauthorized uses that are explicitly prohibited:

a. Competition. You may NOT use A.I Assets in a way that competes with the Site, including distributing through A.I Asset Clearinghouses. You may NOT publish, distribute, or make A.I Assets available through any online clearinghouse infrastructure. You may not redistribute A.I Assets as part of any design template, After Effects template, stock photography, video or clip art for distribution or licensing through any online stock media clearinghouse whatever.

b. Re-Distribution. You may NOT re-distribute, publish, or make A.I Assets available to any third party except in the form of a permitted Creation, or shared as authorized in this agreement.

c. Group Buying. You may NOT aggregate funds to Purchase A.I Assets 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.

d. No Obscene or Unlawful Use. You may NOT use A.I Assets for any defamatory, harassing, pornographic, obscene, or racist purpose, or to infringe any party’s Depicted Intellectual Property rights.

e. False Attribution. You may NOT misrepresent yourself as the creator of A.I Assets.

11. Resellers. The license granted herein is wholly transferable by an authorized reseller (“Reseller”) to another party (“Transferee”). Each transferred license must be transferred entirely and all transferred A.I Assets must be permanently deleted from the Reseller’s systems after the transfer. When transferring the license, Reseller represents and warrants that the Reseller has the authority to bind the Transferee to these terms. The Reseller is jointly and severally responsible with any Transferee and each are liable for the transferee’s use and compliance with A2SET’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 A.I Assets is perpetual, unless terminated as described herein.

2. Termination. Your license grant is terminated immediately and without notice in the cases below. In such termination, you and any recipients of A.I Assets must cease use, distribution, and destroy all copies of A.I Assets.

a. Reversal of Purchase. Your right and license to A.I Assets are contingent on your Purchase of A.I Assets. Any payment reversal of a Purchase for any reason immediately terminates all rights granted under this agreement. Potential Reasons for a payment reversal include:

i. A2SET reverses your Purchase at your request.

ii. A2SET receives a charge back or other notice from your bank or credit card cancelling your Purchase and/or withdrawing the funds used for your Purchase.

iii. A2SET determines in its sole discretion that your Purchase was fraudulent.

iv. When you are granted delayed payment terms, and fail to make payments such that A2SET sends you notice and terminates your account.

b. Failure to Abide by the License Grant. Material failure to abide by the terms of this agreement immediately terminates your right and license to A.I Assets. If you detect a violation of the license grant by you or any recipient of shared A.I Assets, and promptly report the violation to ag***@A2***.com , A2SET will make a good faith effort to find an appropriate remedy to preserve your license grant.

IV. Warranties

You covenant, represent, and warrant to A2SET 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 A.I Assets except pursuant to the terms of this agreement. Should you use A.I Assets in an unauthorized way, you agree to any reasonable fee or penalty exercised by A2SET 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 Depicted Intellectual Property shown in the digital rendering of A.I Assets, and shall not use A.I Assets to infringe any party’s Depicted Intellectual Property rights.
4. You will immediately notify A2SET of any legal claim or challenge against your use of A.I Assets or any other rights issue, before disclosing such issue to any third-party.

V. Limitation of Liability

1. A.I Assets are provided on an “as is”, “as available”, and “with all faults” basis. A2SET 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 A.I Assets, and does not guarantee the accuracy or completeness of specifications associated with A.I Assets, including measurements, weight, durability, strength, materials, general physical properties, regulatory compliance, other engineering or construction attributes.

2. A2SET disclaims all express or implied conditions, representations, and warranties of any kind regarding A.I Assets, including any implied warranty or condition of merchantability. A2SET 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 A.I Assets, including any damages resulting from computer viruses.

4. To the fullest extent permitted by law, A2SET shall not be liable for (A) 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 A.I Assets, even if A2SET 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 may not apply, but should be construed to the greatest extent applicable in such jurisdictions. Notwithstanding anything to the contrary herein, the A2SET indemnification obligation set forth below shall be limited to the following depending on the licensing tier:

Tier 0: A.I Assets acquired at free-of-charge are not indemnified.

Tier 1: Standard License indemnity limitation is ten thousand ($10,000) dollars for all A.I Assets acquired with payment. This indemnity is in aggregate for all A.I Assets acquired under the Standard License.

Tier 2: Small Business License indemnity limitation is two hundred and fifty thousand ($250,000) dollars for any A.I Asset. This indemnity is in aggregate for all A.I Assets acquired under the Small Business License.

Tier 3: Enterprise License indemnity limitation is one million ($1,000,000) dollars for any A.I Asset. This indemnity is in aggregate for all A.I Assets acquired under the Enterprise License.

Tier 4: Agency License indemnity is unlimited for any A.I Asset.

For any A.I Asset labeled Editorial, the above indemnities shall only apply if the model is properly used within the editorial license set forth herein (i.e. for news and editorial purposes in association with newsworthy media.)  For use outside the Editorial scope, no indemnification from A2SET shall apply. 

5. You agree to indemnify and hold A2SET and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, employees and representatives (“A2SET 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 A.I Assets or Creations.

6. Subject to sections 4 and 5 above, A2SET 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 A.I Assets 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 any A.I Asset labeled for Editorial Use or a brand name, logo, or other Depicted Intellectual Property prior identified in a A.I Asset.

7. In the event of an indemnification claim by You, you agree to provide notice to A2SET within thirty days’ of receiving any claim and allowing A2SET 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. Notice must be given via email to: ag***@A2***.com . Notice is not considered made until it is acknowledged in writing by A2SET.

VI. Other Terms

1. Entire Agreement. This agreement constitutes the entire agreement between you and A2SET relating to your Purchase, unless you have a corporate license agreement with A2SET. Corporate licenses are available with additional protections for additional fees. Please contact en********@A2***.com if your organization requires a corporate license. A2SET 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 A2SET representative.

2. Material Breach and Injunction.

Your rights hereunder vary by licensing tier as follows:

For the Standard License, you agree that any material breach of these Terms will result in irreparable harm to A2SET for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, A2SET 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 A2SET seeks such an injunction.

For the Enterprise and Agency License, A2SET may not seek injunctive relief hereunder for any A.I Asset. It hereby waives all right to equitable and injunctive relief and its damages shall be limited to monetary damages.

Notwithstanding anything to the contrary herein, A2SET would be irreparably harmed and shall be entitled to equitable relief including injunctive relief for any hacking, theft, or misuse of the Site.

3. Import/Export Regulations. A.I Assets 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 A.I Assets: (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 A.I Assets to prohibited countries and entities identified in the U.S. export regulations.

4. Governing Law. This agreement is governed by New York 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 New York, New York, 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 A2SET may, in its sole discretion, arbitrate disputes between A2SET users involving A.I Assets (including any purchaser or supplier of A.I Assets), and such findings shall be final and non-appealable. Either party may request that A2SET arbitrate the dispute, or A2SET may elect, at its option, to arbitrate the dispute. After A2SET elects to arbitrate any dispute hereunder, A2SET will waive any rights to a commission from both the Purchase and arbitration, and the parties must keep the results and process confidential and may not disclose anything related to the dispute to any other party (whether by oral, written, or other type of disclosure). To resolve disputes, A2SET may decide to terminate or suspend users, revoke the license, offer replacement A.I Assets, reestablish the licensee, or surrender or reallocate fees (whether by refund, charitable donation, or otherwise). A2SET 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 email to a2***********@gm***.com , provided that you receive an acknowledgement email from a A2SET 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.

A2SET, Inc.
9th, 901 / C73

165, Gangseo-ro 47-gil,

Gangseo-gu, Seoul, Republic of Korea

7. Assignment. A2SET may 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 A2SET’s assets to a subsequent owner or operator, or similar event.

Your assignment rights vary based on the licensing tier of your purchase:

For the Standard License, you may not assign your rights under this agreement without the prior written consent of A2SET.

For Small Business, Enterprise, or Agency Licenses, you may assign your rights under this agreement without the notice and consent of A2SET.

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.

9. Publicity. The following advertising, marketing, and publicity rights are granted to A2SET for each licensing tier:

Standard License purchases may be fully publicized by A2SET and you hereby grant A2SET the right to use you and your company’s name, logo, and project name on the A2SET website and in its related marketing and advertising materials.

Small Business, Enterprise, and Agency License purchase may not be publicized by A2SET in any way without prior written permission of the purchaser.

10. Time limitations on any claim hereunder. Any claim by you hereunder, including without limitation a claim for indemnification under section V must be made within two years of purchasing the A.I Asset.

11. If A2SET is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where A2SET or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence. You acknowledge and agree that your country of residence is the same as your billing address, as is provided by you to A2SET in connection with your account.

This A.I Asset License is effective for use with A.I Assets for use on or after July 11, 2023.