This is a legally binding agreement between You and TurboSquid regarding use of the Site to publish User Created Content for Purchase. “You” refers to the publishing entity, whether that is a natural person (who must be at least 18 years of age) or a corporate entity. This agreement incorporates by reference the TurboSquid 3D Model License, TurboSquid Royalty Free License, PixelSquid Royalty Free License and Terms of Use as well as the Site’s policies and procedures as such are made available on the Site.

I. Introduction & Definitions

II. Ownership, Royalties, Withholdings, Payments, and Pricing

III. License Grants

IV. Warranties

V: Limitation of Liability

VI: License Term and Termination

I. Introduction & Definitions

TurboSquid welcomes you to the community and hopes that you will be able to earn a satisfying portion of your income through your activities on the Site and eventually join the many artists that have made this their full-time occupation.

This agreement is intended to be easy-to-understand and to provide clarity to you about the requirements and obligations for publishing User Created Content via the Site, as well as the rights you authorize TurboSquid to grant to those individuals or entities who Purchase Stock Media Products (“Customers”) for use in the work they create (“Creations”).

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

“Exclusive Royalty Program” means TurboSquid’s exclusive distribution model for User Created Content. Rates and benefits of the Exclusive Royalty Program may be found on the Site.

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

“Premium Custom Licensee” is a corporate entity Customer that requires special legal or accounting terms for Purchases that TurboSquid may grant as appropriate after a review by TurboSquid on a case-by-case basis.

“Product Price” is the price of a Stock Media Product as displayed within the Site’s product management interface or on any other site or agreement as directed by TurboSquid. In some cases, this price may be a subscription, bulk rate, or other syndication price attributed to the Stock Media Product on the Site or authorized third party sites.

“Purchase” is the licensing of a Stock Media Product to a Customer, whether such license is on a gratis basis or paid.

“Site” refers to the TurboSquid website, Free3D website, CGStudio website, PixelSquid website, and, to the extent applicable, each of their related APIs, software applications or any approved means or utility either currently in existence or in the future; the software and source code used by TurboSquid to provide such services; such services’ user interface layouts, designs, images, text, knowledgebase articles, program offers; such services’ 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 related to such services.

“StemCell” is a program providing technology for file format conversion and portability of 3D files. Any Stock Media Products submitted as part of the StemCell program are subject to any additional terms specified in this agreement. .

“Stock Media Product” is the package of a commercial product consisting of User Created Content, and/or TurboSquid Processed Content, that is licensed in any TurboSquid business line for Customers to use in their Creations through the Site or as otherwise described in this agreement.

“TurboSquid” includes TurboSquid, Inc. and all licensed affiliates and partners that distribute Stock Media Products on behalf of TurboSquid, Inc.

“TurboSquid Processed Content” is information that TurboSquid has created/added to or from User Created Content and includes 3D model file format conversions, renders, PixelSquid objects, and taxonomy information. This content will not be licensed or distributed except as TurboSquid directs in the normal course of its business in exercise of its license rights in this agreement.

“User Created Content” is the collection of one or more digital files that is uploaded by you or otherwise made available by you, including all metadata descriptions and information provided by you related to those files. These may include 3D models, texture maps, motion captures, photographs, imagery, application and plug-in software, and materials and shaders.

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. Ownership, Royalties, Withholdings, Payments, and Pricing

1. Ownership. You retain all ownership, title, right, and interest in User Created Content, except as expressly licensed to TurboSquid, its Customers, and other licensees as set forth herein, and TurboSquid grants you a limited nonexclusive, worldwide, irrevocable, and perpetual license to the TurboSquid Processed Content to exploit your User Created Content on the Site. Except as set forth herein, TurboSquid does not grant you any intellectual property or other rights of any kind. TurboSquid retains all right, title, and interest in and to the Site as well as all information generated through the Site.

2. Royalties. After a Purchase that is not reversed for any reason, you are entitled to a percentage royalty of up to 80% (“Royalty Percentage”) of the Product Price (“Royalty Amount”) based on the following formula:

a. Base Royalty: 40%

b. Affiliate Royalty: An additional 15% of the Product Price, or 20% for members of the Exclusive Royalty Program, on any Purchase according to policies as provided on the Site.

c. Exclusive Royalty Program An additional percentage of the Product Price (added in addition to the Base Royalty) that starts at 10% and increases to a maximum level of 20%, based on your qualifications within the Exclusivity Royalty Program policies as provided on the Site and set forth herein. As a condition for participation in the Exclusive Royalty Program, you must publish all of your 3D Model Stock Media Products exclusively with TurboSquid (including any variations such as differing poly counts, textures, and file types) as of the start date of your participation in the Exclusive Royalty Program and subject to the exclusions in in this agreement. You must use only one member account to participate in the Exclusive Royalty Program unless you ask and receive written permission from TurboSquid to use more than one member account. If you use more than one member account to publish User Created Content, all such member accounts must be Exclusive Royalty Program members and comply with the terms in this agreement.

i. Exclusions to Exclusive Royalty Program Exclusivity. You may list User Created Content with other distribution channels in the following circumstances: (1) if the User Created Content is free and on your personal webpage; and (2) if the User Created Content is for sale, but for sale only on your personal webpage marketplace, which was in existence before July 15, 2009, so long as that personal webpage marketplace sells only your User Created Content.

ii. Non-Exclusivity of Work. Nothing in these Section II(2)(c) ( Exclusive Royalty Program) terms prevents you from working as an independent contractor or in an employment capacity to produce digital materials under the direction of a third party or in your own business.

ii. Ending Participation in Exclusive Royalty Program. You may end your participation in the Exclusive Royalty Program by giving TurboSquid 30 days prior written notice by going to our support page, clicking “Open a Support Ticket,” and informing TurboSquid in the ticket that you wish to end your participation in the Exclusive Royalty Program. During the termination period (the remainder of the 30 days), you must continue to exclusively list your User Created Content with TurboSquid. TurboSquid retains the right to unilaterally end your participation in the Exclusive Royalty Program for any violation of this agreement or Terms of Use as judged in TurboSquid’s sole and reasonable discretion. After your participation in the Exclusive Royalty Program ends, your Royalty Percentage will be reduced to the applicable non-Exclusive Royalty Program Royalty Percentage.

ii. Confidentiality. As part of your participation in the Exclusive Royalty Program, you may have access to certain reports, records, websites, beta or pre-release Site features, and other business information available only to participants of the Exclusive Royalty Program. Such information is the confidential information of TurboSquid and must be treated as confidential. You may not disclose such confidential information and should use reasonable physical and electronic security measures to safeguard such confidential information.

3. Server Side Rendering. TurboSquid may offer Customers the ability to remotely render Stock Media Products (either via the Sites or client-side software). In the event that TurboSquid offers Customers such functionality, TurboSquid may, in its sole and reasonable discretion, deduct the cost associated with such rendering from the Product Price of a given Stock Media Product before application of the Royalty Percentage in calculating the Royalty Amount. For purposes of this Section II(3), the difference between the Product Price and such rendering costs shall be considered the “Product Price” in calculating the relevant Royalty Amount.

4. Additional Revenue Opportunities TurboSquid may package Stock Media Products to generate additional revenue in various business opportunities at Product Prices set by TurboSquid. With respect to the money paid to TurboSquid, as is customary, your Royalty Percentage will be used to calculate your respective Royalty Amount. The Product Price allocated to you will be paid in accordance with TurboSquid’s reasonable value allocation policies. These additional revenue opportunities may include:

a. Bundling. TurboSquid may bundle, sample, or otherwise distribute Stock Media Products in a bundled collection that includes your Stock Media Products as well as those published by others.

b. Subscription. TurboSquid may offer Stock Media Products as part of a subscription, such as for PixelSquid.com.

c. General Syndication. TurboSquid may, in its sole discretion, have agreements with other companies to increase Purchases of Stock Media Products. Some companies may require a portion of the Product Price as a commission, and may set pricing levels at rates as negotiated with TurboSquid.

d. Premium Custom License. TurboSquid may license Stock Media Products to corporations using custom licenses in exchange for special pricing and other custom terms. Such agreements and related pricing are made individually with those corporate entities based on TurboSquid’s reasonable business judgement.

5. Purchase Reversal. If a Purchase is reversed, such as for a Customer return or a fraudulent credit card charge, you acknowledge that subject to the Site’s policies, any Royalty Amount may be reversed on your account by TurboSquid such that no money will be owed to you for that Purchase. In such case, the Customer license to the Stock Media Product is terminated.

6. Library. TurboSquid may provide to you shader and texture materials (“Library Materials”), and complete 3D models (“Library Objects”), for your use in making User Created Content. TurboSquid grants you a limited license to make new Stock Media Products by creating derivative works of the Stock Media Products that combine, change, and otherwise substantially alter the Library Materials and Library Objects. You may license these derivative Stock Media Products exclusively on the Site and/or to TurboSquid under the terms of this agreement and not on any other platform.

7. Tax Withholding. If you are not a citizen, permanent resident, or corporate entity of the United States, and your Purchase is by a Customer who is a citizen, permanent resident, or corporate entity of the United States, TurboSquid is required by the United States Internal Revenue Service to withhold some portion of your Royalty Amount for payment to the United States Treasury. In such case, if your country has a tax treaty with the United States, and you have a United States Tax ID number (“TIN”), you may reduce or even eliminate such withholdings depending on the tax treaty rate for your country. If you do not have a TIN, TurboSquid royalty payments will have 30% withheld and paid by TurboSquid to the United States Treasury. You may elect not to be paid until you obtain a TIN if you desire to claim the tax treaty rates. Alternatively, if you are paid by TurboSquid without a TIN, if you receive a TIN you may recover any excess tax payments made the calendar year you received the TIN, and TurboSquid will assist you to recover such tax withholdings. Please see TurboSquid’s Support Knowledge Base for more information about tax withholding.

8. Purchase and Payment Processing.

a. You authorize TurboSquid to collect money from the Customer and distribute the Royalty Amount to you such as you are entitled and permit TurboSquid to retain the remainder of the proceeds of your Purchase and to distribute portions of Purchases to TurboSquid licensees, tax authorities, or other entities as the case requires under: (i) this agreement; (ii) standard Site policies; and (iii) in compliance with TurboSquid’s legal obligations.  

b. Your initial payment of Royalty Amounts may be subject to a 60-90 day pay hold for security purposes. After the holding period, TurboSquid will disburse any accrued Royalty Amounts, and subsequent Royalty Amounts, according to standard payment policies.

c. Every calendar month by the 15th day, or the following business day if the 15th occurs on a weekend or holiday, TurboSquid will process your Royalty Amount payments according to your account settings on the Site. TurboSquid reserves the right to withhold Royalty Amounts in the following cases: (i) TurboSquid’s aggregate retained Royalty Amount is below the minimum amount allowed for a monthly payment (as set by standard Site policies); (ii) your payments are on hold because a previous payment to you failed to be received; (iii) you have provided inaccurate payment information; (iv) you have provided a W-8BEN form and it has expired; or (v) there is violation of Site policies that must be reconciled before any payment is made.

d. If TurboSquid discovers and verifies, either on its own or after a notification by you, that you were paid less than your owed Royalty Amount (“Underpayment”), TurboSquid agrees to provide accounting documentation to you and to correct such Underpayment in an expedited manner.

e. If a Purchase is reversed after you have been paid your Royalty Amount, or if for any reason TurboSquid has already paid to you a Royalty Amount in excess of the correct royalty payment for such Purchase (“Overpayment”), you acknowledge that such Overpayment is due from you to TurboSquid and authorize TurboSquid to deduct from your future payments to settle any Overpayment and agree to maintain all Stock Media Products on TurboSquid at reasonable and historical Product Prices until such Overpayment is corrected. If you discover or become aware of any Overpayment, you agree to notify TurboSquid of such Overpayment in an expedited manner for each occurrence.

f. Payments from Syndicated Sites (defined in Section III(7) below) may be distributed less frequently depending on the infrastructure and payment terms on any given Syndicated Site. TurboSquid will make reasonable efforts to attribute such royalties on a timely basis and, once attributed, will issue payments to you according to this section of the agreement.

8. Pricing of Stock Media Products.

a.  Control: You control the initial price of Stock Media 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. However, TurboSquid may adjust pricing as set forth herein and in its reasonable discretion may ultimately set pricing for any Stock Media Products. 

b.  Parameters: TurboSquid may set minimum and maximum price ranges (“Price Parameters”) for Stock Media Products based on reasons such as the category and complexity of a given Stock Media Product and the cost of certification and product reviews. For example, 3D models of edible fruit may have predetermined available price ranges that are lower than those of more complex 3D models, such as those of military vessels. TurboSquid 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 Stock Media Products.

c.  Tiers: TurboSquid may set price tiers for Stock Media Products to conform pricing to predictable increments. An example of such pricing increments would be to allow you to select a price from a list such as: $99, $149, $199, or $299. For purposes of clarity, this practice allows TurboSquid to avoid the situation where Customers have to decide between unusual pricing between products, such as $123.42 for one product versus $126.87 for another.

d.  Discounting: As set forth herein, TurboSquid may provide discounted pricing for Stock Media Products, 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. You may opt out of such promotions in advance if you do not wish to participate.

e.  Currency: TurboSquid may sell Stock Media Products 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. TurboSquid will set such pricing in its sole judgment to optimize for pricing stability in foreign currencies, round prices to predetermined incremental tiers in that particular currency, and reduce the risk of currency losses when exchange rates fluctuate. In all such cases, TurboSquid will pay you the entitled royalty as if the Purchase had been originally denominated in United States Dollars and assume all losses or gains due to Purchases in foreign currency.

f.  Industry Licenses: TurboSquid may create different licenses and pricing levels based on an applicable industry practice or market as a formula based on the price of a Stock Media Product. For example, pricing for a license limited to architectural uses may be discounted from pricing for all extended uses available in the standard license agreement.

III. License Grants

License Grant to TurboSquid.  In all media now in existence or that may in the future be introduced, you grant TurboSquid the worldwide, irrevocable, fully-paid up right and license to do the following:

1. License to Customers. To distribute and grant worldwide, irrevocable, and perpetual license rights in Stock Media Products to Customers, according to the following license options:

a. Royalty Free License and 3D Model Licenses: To fulfill the license grant terms detailed in the Royalty Free Licenses and 3D Model license, as made publicly available on the Site (and incorporated herein by reference) as well as for TurboSquid’s internal business purposes and its research and development purposes to improve the Site or its business. For avoidance of doubt, research and development purposes and internal business purposes can include, without limitation, using Stock Media Products or any a data set for research such as machine learning or marketing algorithms or pricing analysis.

b. Premium Custom License: To negotiate an individual agreement and license grant in Stock Media Products for qualified Premium Custom Licensees who require individualized agreements, procurement processes, or special indemnities and guarantees. TurboSquid will remit the corresponding Royalty Amount entitled to you for each Purchase of a Stock Media Product under such license and will make commercially reasonable efforts to retain the terms of the Royalty Free License and 3D Model License in such negotiations. You understand such agreements are confidential to the Premium Customer Licensee and will not be disclosed to you.

c. New Uses: To allow for New Uses (defined below). While TurboSquid has tried to explicitly allow or prohibit every known type of Creation by a Customer in the Royalty Free License and 3D Model License, Customers may request approval for a Creation that is not explicitly described (“New Use”), for example a Creation in a new medium not yet invented. You authorize TurboSquid to decide whether to allow the New Use, where such New Use will be allowed if, in TurboSquid’s reasonable discretion, the New Use will not diminish your future Royalty Amounts and is reasonably or conceptually similar to existing uses. TurboSquid will notify you in each case that a New Use was authorized for a given Customer and may not notify you in advance of a Purchase for a New Use. You acknowledge that the New Use may be added to the Royalty Free License and 3D Model License in the future, and that if the New Use is allowed in the Royalty Free License and 3D Model License, this will apply to your Stock Media Products and supersede any previous objection. You hereby fully release TurboSquid from any liability associated with its decisions based on any New Use.

2. License Promotional Images. To license to Customers as part of a Purchase, the images that are included as preview images in the Stock Media Product, when the following conditions are met: (a) the Stock Media Product is of the 3D model type; (b) the images could have been reasonably replicated with the Stock Media Product; (c) the images include no additional elements other than personal branding that is easily cropped out of the image; and (d) the images include no attributions. For purposes of clarity, less experienced Customers occasionally ask to purchase preview images of 3D models, and this section enables such use after a Purchase by the Customer. However, it would not if such a preview image has an additional element like a stock photograph in the background. Further, in this case, the Customer would have the rights to the 3D model as well because it was a Purchase, although the Customer might never actually download the 3D model itself and only the promotional images.

3. Re-license Customer After License Transfer. To process additional Purchases to a past Customer of a Stock Media Product that is no longer available on the Site if the following conditions are met: (a) there was a past Purchase of the Stock Media Product to the Customer; (b) the Customer does not require digital files, only an additional license; (c) the Customer transferred the original license to another party (such as a client of the Customer) and the Customer requires another license to the Stock Media Product to be legally compliant; and (d) the Stock Media Product is not software sold under a Premium Custom License. For any such case (each, a “Re-License”), the Purchase will be under the same license terms and Product Price as at the time of the Customer’s most recent purchase of the Stock Media Product. TurboSquid will notify you of such Re-License and waive any commissions to TurboSquid but will retain amounts otherwise required for taxes and similar obligations. This right survives termination of this agreement, and in the case of a Re-License after termination of this agreement, TurboSquid will use commercially reasonable efforts to notify you of the Re-License and facilitate your payment using the Royalty Amount you were entitled to at the time of termination. Subject to the exception under this section, your removal of any Stock Media Product from the Site extinguishes TurboSquid’s right to grant licenses to such Stock Media Product.

4. Trial Basis Use. To grant Premium Custom Licensee’s access to Stock Media Products without cost (“Trial Basis Use”) where they may test Stock Media Products for suitability in their Creations. For Trial Basis Use, a Purchase is required before any commercial use, and Premium Custom Licensee’s must account for Trial Basis Use on a timely basis. Any instances of Trial Basis Use, should they occur, will be indicated to you within the Site’s interface, including the state of the Trial Basis Use and whether it resulted in a Purchase.

5. General TurboSquid Use and Stock Media Product Maintenance. TurboSquid may:

a. Use User Created Content, TurboSquid Processed Content, and Stock Media Products for the benefit of TurboSquid’s business, including: (i) to market, promote, publicly perform, publicly display, digitally perform; (ii) use any trademarks, service marks or trade names incorporated in connection with Stock Media Products; and (iii) to incorporate Stock Media Products into various parts of the Site’s user interface (such as category icons).

b. Provide customer support, including: (i) downloading files within Stock Media Products to perform compatibility checks; (ii) performing file format conversions; and (iii) after a Purchase, performing various artistic or technical services for Customers for free or for a fee, as TurboSquid deems appropriate based on the nature of the services requested by Customers. Please note that if you aid TurboSquid in providing customer support, TurboSquid will charge no fee associated with your customer support efforts.

c. Remove, in TurboSquid’s sole discretion, any damaged files from Stock Media Products without removing the entire Stock Media Product. For example, if a particular file format is technically flawed, that file format may be removed without suspending the entire Stock Media Product.

d. Add TurboSquid Processed Content such as additional file formats to Stock Media Products that may be created in the normal course of business, such as in performing customer support or as part of the StemCell program. You may request TurboSquid refrain from adding such files to Stock Media Products.

e. Update metadata for Stock Media Products, including processing and modifying images.

f. Refuse any User Created Content for distribution through TurboSquid (i.e., via the Site or otherwise). For any reason in its sole discretion, TurboSquid may deny, reject, and/or remove Stock Media Products from the Site or otherwise cease offering of the Stock Media Products.

6. 3D Industry Promotion. To license Stock Media Products without cost to 3D software and hardware companies for internal testing and development of their products, and for the promotion of such 3D software and hardware products (“3D Industry Promotion”). This licensing does not constitute a Purchase of Stock Media Products, and such use will be indicated on the Site as a “3D Industry Promotion”.

7. Syndication. TurboSquid may bundle, sample, or otherwise distribute Stock Media Products individually or in bundled collections to third parties, including for distribution on third party sites (“Syndicated Sites”) using varying business models including: (a) a revenue share; (b) one-time blanket license fee; (c) subscription payment model; or (d) any other model TurboSquid selects in its reasonable business judgment (collectively “Syndication Licensing”).

8. Power of Attorney. You hereby grant TurboSquid power of attorney to execute any necessary documentation to effectuate the license grants herein and to issue take-down complaints on your behalf to prevent unlicensed distribution or uses of Stock Media Products.

IV. Warranties

You covenant, represent, and warrant that:

1. You have authority to enter into and perform this agreement, to sell User Created Content under this agreement, that all User Created Content is your original work and contains no third-party intellectual property, interests, or other rights of any kind (unless you have secured any third-party consents needed to do so in writing), that your User Created Content is not the product of any AI generative content creation software, and that prior to publishing User Created Content you had an opportunity to seek independent legal counsel.

2. Your User Created Content does not and shall not infringe on any third party’s copyright, trademark, trade dress, patent, trade secret, right of publicity, right of privacy, moral right, or any other proprietary right, and that you will not remove any notice of any such right.

3. If your User Created Content depicts actual human subjects or an actual human subject was used as creation reference for any of your User Created Content, you have legal model release forms from any such person that allows you to create User Created Content, and that you will provide the required model release forms upon TurboSquid’s request.

4. Your User Created Content is not and shall not be defamatory, pornographic, obscene, libelous, and does not further racial hatred.

5. Your User Created Content does not and shall not violate any statute, law, regulation, ordinance, covenant, or agreement by which you or it may be bound.

6. Your User Created Content does not and shall not contain any computer viruses or other malicious software or code.

7. You will read and comply with the Site’s policies and general requirements that are made available to you, including, without limitations, the obligations that: (a) you will represent all facts about your User Created Content accurately and truthfully, without deception, including the descriptions and other metadata related to your products, and (b) you will use keyword tags and categorization only as they are legitimately related to your product, and not “spam” or attempt to alter search results to cause your User Created Content to display when it is not relevant. An example of such prohibited behavior is to publish User Created Content that is a “banana” and add tags or description appropriate for “oranges” such that a customer searching for oranges might see a Stock Media Product of a banana.

8. You will provide accurate, complete, and valid member information, including contact and payment information.

9. You will notify TurboSquid if you become aware or suspect any unauthorized use of User Created Content by an individual or entity before contacting such individual or entity, either by contacting TurboSquid support or sending an email to agent@turbosquid.com. You agree to submit to the limited arbitration rules set out in the Royalty Free Licenses and 3D Model License.

10. You will execute and provide written or electronic documents to TurboSquid, upon TurboSquid’s reasonable request, to reflect TurboSquid’s rights under this agreement.

11. You will not engage with TurboSquid Customers directly or use metadata, product files, or any other mechanism for such purposes. If you are contacted directly by a Customer, you must refer the Customer to the Site.

V. Limitation of Liability

1. To the fullest extent permitted by law, TurboSquid 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 Stock Media Products, your User Created Content, TurboSquid Processed Content, or this agreement, even if TurboSquid 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.

2. You agree to indemnify and hold TurboSquid and its subsidiaries, affiliates, and its and their shareholders, officers, directors, agents, licensors, licensees, suppliers, alliance members, other partners, employees and representatives (“TurboSquid Parties”) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Stock Media Products, TurboSquid Processed Content, User Created Content, Creations, or otherwise caused by or related to this agreement.

3. TurboSquid implements and maintains business practices to accurately categorize Stock Media Products and otherwise process any and all metadata related to Stock Media Products. If TurboSquid makes any error in processing, handling, or other managing of Stock Media Products, your sole and exclusive remedy will be for TurboSquid to take all reasonable steps to promptly correct the error as soon as TurboSquid becomes aware of the error.

4. In any event, TurboSquid’s total maximum aggregate liability under this agreement or in respect to the use or exploitation of any Stock Media Products shall be limited to the lesser of the fees collected by TurboSquid for the Stock Media Products 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, TurboSquid shall be entitled to the greatest limitation of liability permissible by law.

5. TurboSquid 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 TurboSquid are satisfied. In the event of a reasonable expectation of fraud, TurboSquid may exercise the setoff described herein against all related or involved accounts.

VI. License Term and Termination

Termination and Consequences of Termination. This agreement may be terminated by closing your member account on the Site by TurboSquid Support, and removing your Stock Media Products from the Site in accordance with other commitments and agreements.

TurboSquid can terminate this agreement and your member account for a violation of this agreement or any other agreement incorporated by reference, including the TurboSquid policies as judged by TurboSquid in its reasonable discretion.