Terms of Service – BLACKBEE 3D LTD.

Last Revision: October 2, 2020

Welcome! We’re Blackbee 3D. Nice to meet you.

BLACKBEE 3D LTD. (“Blackbee 3D”, “we”, “our”, or “us”) allows members (“you”) to purchase 3D models (the “items”). When you create an account and accept these terms you become a member. You will have a Blackbee 3D account that will allow you to buy items on our website.

As such, you agree to follow the rules outlined in these terms so please read them carefully and understand them. If you don’t accept the terms, you cannot use our service. Use of Blackbee 3D is conditional on your acceptance to be bound by these terms whether you become a member or not.

Membership

1. Age: You need to be 18 years or over to become a member or to buy items. If you’re under 18 you will need to get a parent or guardian to buy items or use the account of a parent or legal guardian who is at least 18 years of age, with their permission, and this adult will be responsible for all your activities.
2. Blackbee 3D Account: Signing up for a membership is free, but your eligibility is not guaranteed (please see section 4 below). Your membership will allow you to buy items from us.
3. Accurate and Up-to-date Information: You promise that information you give us is true, accurate and complete and, if you sign up for a Blackbee 3D account, that you will keep your account information up-to-date (including a current email address). Your membership is not transferable, that means you cannot sell your account. You are responsible for any use of our site including any activity that occurs in conjunction with your username and password, if you have a Blackbee 3D account, so keep your password secure and don’t let any other person use your username or password. If you realize there’s any unauthorized use of your password or any breach of security you need to let us know immediately. You must not use a virtual private network or any other means to avoid compliance with these Terms of Service, or for any fraudulent or illegal reasons.
4. Eligibility, suspension or termination: Membership is not an automatic right, it is a benefit for members who follow our terms and policies. We may, using reasonable discretion, decide whether or not your use of Blackbee 3D complies with these terms and our policies. We can suspend or terminate your account at any time for any reason (acting reasonably of course), including if you:
   • breach these terms or any terms applicable to any of your other Blackbee 3D accounts;
   • breach any of our policies;
   • act in a way that does not align with our values; or
   • act in a way that could cause us or members harm.

……….If we do decide to permanently terminate your account you must not apply for a new account.

5. Blocking a member, disabling an account or refusing to process a payment.We may block you, terminate any of your accounts or refuse to process a payment, including withholding your account balance indefinitely, if we reasonably believe there is a risk associated with you, your account, or that payment, including if it breaches a law or regulation. Examples of where we might do this include transactions where we suspect the payment is from or to a person or country sanctioned by an authority; or where we reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by us or our members. You warrant that you are not located in a sanctioned country and are not on a sanctioned persons list. You also warrant that you will not purchase items on Blackbee 3D using funds sourced from a sanctioned country. We may also block members from a country if we can’t make payments to or from that country. You should check what payment methods are available in your country for making payments as a buyer or for withdrawing earnings as an author. We may take any of the actions stated in this section without notice and against all of your accounts you use. If required by law we may forfeit existing deposits or earnings.

Buying Items

6. License: When you buy an item, you acquire a license to use that item; you’re not actually acquiring the item itself. Your purchase of one of our items constitutes our granting to you of a non-exclusive, non-sublicensable, non-transferable license to download and access that item for the purpose of your own personal or professional use, depending on the license you chose, including to print or convert the product to an image or other format for your own storage, retention and reference. You agree that under no circumstances shall you use, or permit to be used, any product other than for the aforesaid purpose. For the avoidance of doubt, you shall not copy, re-sell, sublicense, rent out, share or otherwise distribute any of our products, whether modified or not, to any third party. You agree not to use any of our products in a way which might be detrimental to us or damage our reputation.
7. Terms of Sale: When you buy an item, you’re doing so on the following terms:
   • you have reviewed the terms of the applicable license you have chosen and agree to abide by these terms;
   • you have reviewed the available descriptions on our website and understand the scope of a given item(s);
   • you cannot cancel a completed purchase of an item;
   • we do not promise that any particular item will continue to be available on Blackbee 3D so you should download and save the item as soon as you buy it;
   • we are not responsible for anything not listed or another parameter that is not even considered in the description of the item that you have licensed. For example, item descriptions will often have specific sizes – please ensure the size is suitable for your needs;
   • once you buy or download an item and the item has been paid for, you acquire a non-exclusive license to use the item under the terms set out in section 6 above for the scope of the license (non-exclusive means others might also license the same item);
   • you are not the owner of the item – we retain ownership of the item;
   • your relevant details may be provided to us or third-party service providers in order to facilitate the transaction, for example for invoicing and payment; and
   • we have the right to enforce against you the terms of the license that you have acquired.
8. Warranties We Make to You:

1. • the item is of acceptable quality and fit for the purpose for which it is licensed;
   • the item matches the description on the item preview page, as well as any item preview;
   • we have the rights necessary to license that item on the terms of applicable license;
   • your use of that item in accordance with the terms of the applicable license does not infringe the intellectual property rights of someone else;
   • the item and its description are not false, inaccurate, misleading, fraudulent, unlawful or defamatory; and
   • we will process your data in accordance with applicable privacy law and data protection regulations.

9. Payment and Delivery of Items: Only once you have paid in full for the item(s) will you acquire the items (on the terms of the license set out in section 6). We reserve the right to change the available payment methods from time to time. Items will typically be delivered to you via a download link right after you complete the payment, but we may chose an alternative form of delivery if business needs require.
10. Taxes:

• Country/Territory Specific. Prices and fees for supplies made to you in connection with these terms exclude Australian GST, European VAT and US Sales Tax, unless stated otherwise on our site. If a supply is made to you under or in connection with these terms on which Australian GST, European VAT or US Sales Tax is imposed, any applicable fee that is charged for that supply is increased by, and you must also pay, an amount equal to the GST, VAT or US Sales Tax payable on that supply.
• Other taxes. Prices, fees and charges are otherwise inclusive of other applicable taxes unless stated otherwise on our site. You are responsible for paying all such taxes and imposts associated with your use of Blackbee 3D wherever levied. Your responsibility includes withholding tax if it applies, unless we already process that withholding tax. We may collect geographical location information to determine your location, which may be used for tax purposes (so location information you give us must be accurate for tax residency purposes).

11. Price Correction and Up-to-date Information: Despite our reasonable efforts, items may occasionally be listed at an incorrect price or with incorrect information. If this happens, we may cancel or reverse a transaction, even after it is completed and a payment has been processed. If we do this, we’ll promptly arrange for any payment to be credited or refunded and you must not use the item unless you re-purchase it at the correct price.
12. Refunds: Given the nature of digital content, we cannot provide a refund or credit on any item purchase. All sales of items are final – you agree that any payments made by you for any of our items are final and may not be charged back.
13. Defective Items: If you think an item that you purchased is defective (see Defective Items Policy) , we will do our best to fix or replace it as soon as possible. Please refer to section 12 of these Terms of Service (Refunds) and the item descriptions carefully – we do not consider an item to be defective if your own intended use of an item is outside of the scope of its description.
14. Availability: We strive to have Blackbee 3D available to you 24 hours a day, seven days a week but you know how the internet works: occasionally you might not be able to access our site, and this might happen for any reason, at any time, with or without notice, or at our absolute discretion. We are not responsible for any viruses, worms, cancelbots, trojan horses, time bombs, or any similar harmful programs that may be transmitted to your computer as a result of the use of Blackbee 3D. We might also change aspects of how Blackbee 3D works. We will not be liable to you for any loss you suffer as a result of these things.

Support

15. Aftermarket Support: After you have purchased an item, we do not provide any after-market support. Blackbee 3D is a service that allows you to purchase digital assets – we do not teach you how to use, modify or edit these assets for your purpose.

Intellectual Property

16. Ownership: The items, whether modified or not, and all intellectual property and copyright contained therein, are and shall at all times remain our sole and exclusive property. You agree that under no circumstances, whether the item has been modified or not, shall you have or attempt to claim ownership of any intellectual property rights or copyright in the items. We own all the items that are sold on our website and any other content that you see on Blackbee 3D (unless otherwise stated and excluding content owned by others). This includes the design, compilation, and look and feel of Blackbee 3D, and copyright, trademarks, designs and other intellectual property on Blackbee 3D. We own all the trademarks, logos, service marks and trade names on Blackbee 3D (unless otherwise stated and excluding these things owned by others). You will not copy, distribute, modify or make derivative works of any of Blackbee 3D content or use any of our intellectual property in any way not expressly stated in these terms.

Our use of your information

17. Privacy: We respect your privacy and process your personal information in accordance with our Privacy Policy.
18. Confidential Information: We value your information and take reasonable precautions to protect it. While using the Blackbee 3D you may also become aware of confidential information about us or another member. You promise to not disclose any confidential information made available to you through the Blackbee 3D to any other person.

External Links

19. Linking to Blackbee 3D: We’d be delighted if you decide to link to Blackbee 3D from other sites. However, we reserve the right to insist that any link to Blackbee 3D be removed or taken down.
20. Links from Blackbee 3D, The Blackbee 3D sites may contain links to other non-Black Bee 3D sites. We have no control or responsibility over anything on those sites, and do not endorse or sponsor those sites, even if they are affiliated to us.

Liability and Indemnity

21. DISCLAIMER OF WARRANTIES.Blackbee 3D undertakes to provide its service diligently and professionally, and otherwise makes no representations or warranties of any kind regarding the Blackbee 3D or the items sold on Blackbee 3D, save as mentioned above in section 8. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE Black Bee 3D SERVICE AND THE ITEMS SOLD ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. Blackbee 3D EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE Blackbee 3D WEBSITE AND THE ITEMS WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; (iii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SITE OR THE ITEMS; AND (iv) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE BLACKBEE 3D WEBSITE OR THE ITEMS. No advice or information obtained by you from Blackbee 3D, or otherwise through the services offered by Blackbee 3D, will create any warranty not expressly stated herein.
22. LIMITATION OF LIABILITY.BLACKBEE 3D’S MAXIMUM AGGREGATE LIABILITY TO ANY USER WILL BE THE AMOUNT PAID BY THE USER FOR THE PERIOD IN WHICH THE LIABILITY ARISES AND SPECIFIC TO ANY SUCH CLAIM, ONLY IF THE USER HAS PAID FEES FOR USE OF BLACKBEE 3D OR FOR PURCHASE OF ITEMS. FOR EXAMPLE, IF A USER’S CLAIM RELATES TO AN ITEM PURCHASED IN A GIVEN MONTH, IT CANNOT CLAIM DAMAGES FOR ITEMS PURCHASED OVER THE COURSE OF AN ENTIRE YEAR OR BEYOND. BLACKBEE 3D WILL NOT OTHERWISE BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF BLACKBEE 3D OR FROM ANY INFORMATION, CONTENT, DESIGNS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
    CERTAIN STATE, PROVINCIAL OR COUNTRY LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

23. Indemnity. You agree to indemnify and hold Blackbee 3D and its affiliates, subsidiaries, owners, directors, officers, employees and agents harmless from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses and costs (including without limitation reasonable attorneys’ fees) assessed or incurred by Blackbee 3D directly or indirectly, with respect to or arising out of: (i) your failure to comply with these Terms of Service; (ii) your breach of your obligations under these Terms of Service; (iii) your use of the rights granted hereunder, including without limitation any claims made by any third parties; and/or (iv) your violation of any third party right, including without limitation any intellectual property, right of publicity, or privacy right

Other Fine Print (but please read it!)

24. Third Party: If you’re agreeing to these terms on behalf of someone else (like your employer), then you’re promising to us that you have full legal authority to bind that third party.
25. Consumer laws: In some places there may be non-excludable warranties, guarantees or other rights (‘non-excludable consumer guarantees‘). We do not exclude, restrict or modify non-excludable consumer guarantees in these terms. Except for non-excludable consumer guarantees, we and authors are bound only by the express warranties made in these terms. Our liability for breach of a non-excludable consumer guarantee is limited, at our option, to replacing or paying the cost of replacing the relevant item or service, (unless the non-excludable consumer guarantee says otherwise).
26. US-specific controls.Blackbee 3D is not available to anyone located in any U.S. sanctioned countries or to anyone on the U.S Treasury Department’s list of Specially Designated Nationals List (SDN list). You must not export or re-export Blackbee 3D items to a U.S. sanctioned country or to anyone on the SDN list,
27. Relationship between the Parties:Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other member. Neither you nor us can bind each other in any way.
28. Notices:Any notice you send us must be submitted via email to the following email address: hello@blackbee3d.com. Any notice we send to you will be emailed to your Blackbee 3D account email address.
29. Severability: If any part of this Terms of Service is deemed unenforceable, the remainder of this Terms of Service shall remain in full force and effect.
30. Changes to Blackbee 3D Terms of Service:We may change these terms at any time and, if we make changes, we will take reasonable steps to let our community know about the changes. You can also keep track of whether changes have been made to our terms by referring to the version and effective date at the footer of the terms. You can close your account and terminate your agreement with us at any time if you do not agree to the changes. However, if you continue to use Blackbee 3D after the changes are made, then you will be agreeing to the changes.
31. Applicable Laws:We control and operate Blackbee 3D from our offices in Canada. The laws of British Columbia, Canada, govern these terms, and you submit to the jurisdiction of the courts there for the resolution of any dispute between us.
32. Other: These Terms of Service, along with the Privacy Policy represent the entire agreement between Blackbee 3D and you with respect to the provision of the Services, and all prior representations and understandings, whether written or oral, are excluded. No delay or omission by Blackbee 3D in exercising any of its rights occurring upon any noncompliance or default by any User with respect to any of the terms and conditions of this Terms of Services will impair any such right or be construed to be a waiver thereof, and a waiver by Blackbee 3D of any of the covenants, conditions or terms to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or terms hereof contained. As used in this Terms of Service, “including” means “including but not limited to.” If any provision of this Terms of Service is found by a court of competent jurisdiction to be invalid or unenforceable, then the Terms of Services will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. You shall not assign or transfer this Terms of Service or any right or obligation hereunder to any third party. Blackbee 3D may freely assign this Terms of Service, including to any purchase of Blackbee 3D and/or its business operations. You agree that the electronic text of this Terms of Services constitutes a writing, and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.