Licensing Agreement
This Licensing Agreement is made between:
Licensor: New Reality, LLC
Licensee: Bayland Technologies, Inc.
1. Transfer of Exclusive Rights
The Licensor (Designer) grants the Licensee (Client) exclusive rights to use the provided assets for their internal business purposes only. The Licensee may modify or alter the assets for internal use but is strictly prohibited from selling, distributing, sublicensing, or using the assets for any purpose outside of their normal internal business operations.
2. Promotional Use by Licensor
The Licensor retains the right to use the assets for promotional purposes, including portfolios, marketing materials, and public demonstrations, without any reference or connection to the Licensee’s business or proprietary information.
3. Third-Party Assets
The work delivered by the Licensor is created entirely by the Licensor, with the inclusion of certain supplemental third-party assets, such as materials, image textures, and 3D models, which have been incorporated to enhance the quality and efficiency of the project. These third-party assets are fully licensed for commercial use by the Licensor. The Licensee acknowledges that while these assets are fully integrated into the final deliverable, they are not exclusive to the Licensee’s project and may be used in other projects for different licensees.
4. Warranties and Representations
The Licensor warrants that all assets provided are original works created by the Licensor or fully licensed third-party assets. The Licensor further warrants that the Licensee’s use of these assets, as specified in this agreement, does not infringe upon any third-party intellectual property rights. The Licensor makes no further warranties regarding the fitness of the assets for any specific purpose beyond the terms outlined in this agreement.
5. Indemnification
The Licensee agrees to indemnify and hold the Licensor harmless from any claims, damages, or legal expenses arising from the misuse of the assets or any violation of the terms of this agreement. This includes any claims related to third-party assets used within the project.
6. License Duration
The Licensee is granted a perpetual license to use the assets for the purposes outlined in this agreement. No expiration date applies unless otherwise agreed in a future arrangement.
7. Termination
The Licensor reserves the right to terminate this agreement if the Licensee violates any of the terms outlined, including but not limited to, unauthorized resale, redistribution, or sublicensing of the assets. Upon termination, the Licensee must cease all use of the assets and destroy or return any copies in their possession.
8. Download Period and No Liability
The files will be available for download for a period of 30 days. After this period, the link will expire, and no further access will be provided without an additional agreement. The Licensor holds no liability for any failure by the Licensee to download the files within the given period.