This is a legally binding agreement between You and Lindalë that sets forth the general terms of your use of the Site and any of Lindalë’s related products or services.
Changes to Terms
Please note that Lindalë reserves the right to update and change these Terms of Use from
time to time in its discretion and will post a notice on the Site when these Terms of Use
have changed. Please also check these Terms of Use periodically for changes. Your continued
use of the Site following the posting of any changes to these Terms of Use will confirm your
acceptance of those changes. These Terms of Use constitute a binding, legal agreement
between you and Lindalë and are intended to have the same force and effect as if you signed
them. The Site and other services are only available to persons who can form legally binding
contracts under applicable law. If you do not qualify, you may not use the Site. A current
copy of these Terms of Use can be accessed and viewed at any time from the home page of the
Site.
If you qualify as a Seller, Lindalë will notify you of changes to these Terms of
Use, at least 10 days prior to the changes being effective.
“You”
The entity accessing the Site and using Lindalë’s services, whether that is a natural person who must be at least 18 years of age or a corporate entity.
“Lindalë”
Lindalë SARL and all licensed affiliates and partners that collect payments and distribute Products on behalf of Lindalë SARL.
“Site”
The Lindalë website, and related websites, APIs, software applications or any approved means or utility either currently in existence or in the future; the software and source code used by Lindalë 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
“Content”
Collection of one or more digital files, packaged in the form of a product on the Site that can be identified by a content ID and that is uploaded by a Seller or otherwise made available to Customers, for Purchase on the Site. Contents may include 3D models, texture maps and other types of imagery, materials and shaders, configuration files, etc. Additionally, Contents may also include metadata and 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.
“Product”
Any Content, uploaded by a Seller or Lindalë to the Site and thus offered by the Seller to the potential Customers for purchase or free download.
“Included Product”
The Product when it gets used for still or moving images, part of films, part of video games, published within a book, poster or other items. The Included Product cannot be extracted from an application or other product and used as stand-alone object without the use of reverse engineering tools or techniques.
“Member”
Any person or corporate entity who creates a user account at the Site.
“Customer”
A Member who purchases Products or downloads Contents that are available free of charge from the Site.
“Seller”
A Member who uploads Products to the Product section of the Site and offers them for sale or free download.
“Purchase”
Acquisition of a Product by a Customer, whether by the purchase of a Product made available at a price greater than $0 or by the download of a Product made available for free.
“Terms”
This Terms of Use document in its entirety and including all terms and (or) information, accessible via any links, provided in this document.
“Intellectual Property”
Copyright, patent, trademark, trade secret, right of publicity, or any other proprietary right throughout the world.
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".
Except as expressly licensed to you in these Terms, and in other agreements provided to you by Lindalë such as those regarding Products, Lindalë and the owners of the Products retain all ownership, right, title, and interest in and to the services provided by Lindalë, including the Site and all Products.
If you use the Site or Products in an unauthorized way, Lindalë may terminate your account and pursue other penalties, damages, losses, and profits to which Lindalë is entitled under this agreement or at law or equity. The following uses of the Site are explicitly prohibited:
Lindalë does not claim any ownership or liability with respect to any material that you submit when using the Site.
By using the Site, either as a Member, Seller, or Customer, You hereby grant Lindalë the right to use you and your company’s name, logo, and project name on the Site and in Lindalë’s marketing and advertising materials.
Following the payment of any applicable license fee for any Product, the Customer may download the Product from the Site and use it in accordance to the Royalty-Free license terms. Any license rights relating to the Product are contingent upon the transfer of money (except for the free Products) from the Customer to Lindalë. All license rights terminate immediately and without notice if a sale is reversed for any reason.
Customers do not own any Product and are only licensed to use it in accordance with the
Royalty-Free license. The Seller retains Intellectual Property in Products purchased or
downloaded by any Customer.
The license to use the Product is non-exclusive,
non-transferable and is granted only to you as the original Customer.
Prior to concluding the contract the Customer shall give express content of waiving his or her 14-day right of withdrawal regarding the digital content (the Product).
The Customer may not use the Product, downloaded from the Site in a manner that infringes the Intellectual Property of any other party. The Customer may not reverse engineer any Content and must abide by the terms of the license granted to the Customer under this Terms, as well as any additional Seller terms included with the Product.
Certain Products with third party copyrighted or trademarked images, logos, brand names, etc., may require additional licensing, rights, permissions, releases, or clearance for use. It is the sole responsibility of the Customer and their legal adviser to determine, before purchasing, downloading or using any Product, whether additional licensing, rights, permissions, releases, or clearance are necessary for the intended use of Product. It is the Customer’s sole responsibility to obtain any licensing, rights, permissions, or clearance. Customers should understand additional licensing, rights, permissions, releases, or clearance may be relevant for Product, if the intended use involves religious groups or affiliations, pharmaceuticals, health care, tobacco, liquor, adult entertainment, or any other area that could be considered sensitive, offensive, or immoral.
Every Product on the Site is moderated before being available to Customers. The moderation process is based on a set of objective rules:
If Customers find serious defects, they need to contact Lindalë at [email protected].
A Purchase is eligible for refund if:
For any Product/Content uploaded to the Site or otherwise submitted to Lindalë, the Seller grants and represents that he has the authority to grant to Lindalë a non-exclusive, worldwide, royalty-free, license in any medium now known or hereinafter invented to:
Seller retains ownership of the copyrights and all other rights in the Product, uploaded to
the Site, subject to the non-exclusive rights granted to the Lindalë and the Customer.
Seller is free to grant similar rights to others during and after the term of this Terms.
By
using the Site or accepting this agreement the Seller agrees that any additional end user
license agreements, licenses, custom licenses, or Seller requirements inserted into Seller
Products in any area outside that explicitly provided by Lindalë for additional license
terms are invalid and without effect as they relate to those purchases made on the Site.
By uploading a Product to the Site, the Seller represents and warrants that:
Control
Seller controls the price of Products at the time of publishing, and may edit that price at any time thereafter. Such prices will be set in denominations of the United States Dollar.
Lindalë may give advice regarding the price, and may ultimately refuse the publication of Content if an agreement on the price is not reached.
Parameters
Lindalë may set minimum and maximum price ranges ("Price Parameters") for Contents based on reasons such as the category and complexity of a given Content and the cost of certification and product reviews. Lindalë may set Price Parameters to conform to market norms based on its sole discretion and whether by algorithm or manual judgment, and is not required to set Price Parameters at any time for any or all Contents.
Tiers
Lindalë may set price tiers for Contents to conform pricing to predictable increments. An example of such pricing increments would be to allow Seller to select a price from a list such as: $9, $19, $29, or $39. For purposes of clarity, this practice allows Lindalë to avoid the situation where Customers have to decide between unusual pricing between products, such as $12.34 for one product versus $12.56 for another.
Discounting
With Seller’s consent, Lindalë may provide discounted pricing for Seller’s Contents, including for Site wide promotions such as a Black Friday Sale, and customer loyalty programs. Royalty rates as set forth herein shall apply to this discounted pricing, but shall be calculated and allocated as a portion of the discounted price. Seller may opt out of such promotions in advance if they do not wish to participate. Lindalë will notify Seller at least 10 days prior to the start of such promotions.
Currency
Lindalë may sell Contents denominated in any foreign currency at pricing that is either above or below the current exchange rates of that currency to the United States Dollar. Lindalë will do its best to keep the price as close as possible to the original pricing denominated in United States Dollars depending on the current exchange rate.
After a Purchase that is not reversed for any reason, Seller is entitled to a percentage royalty of the Product Price ("Royalty Amount") based on the following formula:
The amount charged to the Customer (“Charged Amount”) is equal to the Product Price plus any applicable tax. The Royalty Amount is calculated on the Charged Amount less any applicable tax.
Here is an example of how the Royalty Amount would be calculated with a Product Price of $100, a Base Royalty of 65%, and a tax percentage of 20%:
Seller authorizes Lindalë and its affiliates and partners to collect money from the Customer and distribute payment amounts to the Seller, tax authorities, or other entities as the case requires under this agreement and in compliance with legal regulations.
Tax
Tax amounts are fully covered by Customer on top of the Product price. Tax amounts are not subtracted from the Royalty Amount due to Seller as they are added to the Product Price.
Payments are handled by Paddle.com Ltd. Paddle.com Ltd is the legal reseller of the Product. This structure allows Paddle.com Ltd to handle all Sales Tax collection, reporting and remittance. If required to by law, Paddle will withhold any and all required taxes, fees and other such amounts from sales proceeds of the Product. This means that neither Lindalë nor Seller need to handle sales tax collection, reporting and remittance.
Payouts
Every calendar month, Lindalë will pay the Seller their royalties. All payouts will be sent via PayPal or Payoneer, at the address specified by the Seller. Lindalë may decide in the future to use other solutions to send payouts to Seller. If such change should occur, Seller will be required to agree to an amended version of these Terms of Use.
Lindalë will provide reverse-invoices for Seller's convenience. But Seller is solely responsible for determining whether it is required by applicable law to issue any formal invoices and pay any other taxes that might apply to them. Lindalë takes no responsibility for determining the necessity of issuing any other formal invoices, or for determining, remitting, or withholding any taxes applicable to paid fees, except for the VAT or other sales tax.
Lindalë reserves the right to withhold payouts in the following cases:
Product may not be sold, given, or assigned to another person or entity in the form it is downloaded from the Site.
The Customer’s license to Product in this paragraph is strictly limited to Included Product. Any use or republication, including sale or distribution of Product that is not Included Product is strictly prohibited. Approved distribution or use of Product as Included Product includes, but is not limited to:
If Customer uses any Product in software products (such as video games), Customer must take all reasonable measures to prevent the end user from gaining access to the Product. For example:
Without prejudice to the previous paragraphs, the Seller grants to the Customer who purchases license rights to Product and uses it solely as Included Product a non-exclusive, worldwide, royalty free license in any medium now known or hereinafter invented to:
Absent a written grant of rights greater than that contained in section “Royalty-Free License”, all other rights or sub-divisions of rights generally included in copyright are excluded from this license and remain the property of Seller.
The resale or redistribution by the Customer of any Product, obtained from the Site is expressly prohibited unless it is an Included Product as licensed above.
To the fullest extent permitted by law, Lindalë 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 Contents, even if Lindalë 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). 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.
You agree to indemnify and hold Lindalë and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, employees and representatives ("Lindalë Parties") harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Contents, Creations, or otherwise caused by or related to your use of the Site.
Lindalë implements and maintains business practices to accurately categorize Contents and otherwise process any and all metadata related to Contents. If Lindalë makes any error in processing, handling, or other managing of Contents, your sole and exclusive remedy will be for Lindalë to take all reasonable steps to promptly correct the error as soon as Lindalë becomes aware of the error.
In any event, Lindalë’s total maximum aggregate liability under this agreement or in respect to the use or exploitation of any Contents shall be limited to the lesser of the fees collected by Lindalë for the Contents giving rise to the claim or one thousand United States dollars ($1,000). Some jurisdictions do not allow for the limitation or exclusion of liability set forth herein, and in those jurisdictions, Lindalë shall be entitled to the greatest limitation of liability permissible by law.
Lindalë reserves the right to set off any indemnity or other damages owed by You hereunder by suspending payments due under your account until such all sums owed to Lindalë are satisfied. In the event of a reasonable expectation of fraud, Lindalë may exercise the setoff described herein against all related or involved accounts.
Lindalë is not responsible for Contents residing on the Site. In no event shall Lindalë be held liable for any loss of any Content. It is your sole responsibility to maintain appropriate backup of your Contents. Notwithstanding the foregoing, on some occasions and in certain circumstances, with absolutely no obligation, we may be able to restore some or all of your data that has been deleted as of a certain date and time when we may have backed up data for our own purposes.
Your breach of these Terms or other applicable policies or agreements with Lindalë may result in Lindalë terminating your access to the Site, without any liability to Lindalë. You may terminate these Terms at any time by ceasing to use the Site. You agree that any material breach of these Terms will result in irreparable harm to Lindalë for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Lindalë 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 Lindalë seeks such an injunction.
This agreement is governed by the French law, excluding conflict of law principles. Any action or proceeding arising out of or related to this agreement must be brought in a court located in France, 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).
Any notice under this agreement shall be via email to [email protected], provided that you receive an acknowledgement email from a Lindalë representative within 10 business days. If no such acknowledgement email is received, notice must be in writing and delivered by mail to the following address.
Lindalë SARL
127 Avenue Aristide Briand
35000 RENNES
FRANCE
Lindalë 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 Lindalë’s assets to a subsequent owner or operator, or similar event. You may not assign your rights under this agreement without the prior written consent of Lindalë, which will not be unreasonably withheld.
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.