(formally known as the Standard EULA)
Publication date: 08.04.2025
1. Description of the Agreement
This End User Licence Agreement (hereinafter referred to as the “Agreement”) is made effective by and between ITHappy Studios (“Licensor”) and you (the “Licensee”) (collectively, the “Parties”) upon the date of purchasing or downloading our Assets from the ithappystudios.com website and is valid without signature. This is a licence AGREEMENT and not an AGREEMENT for sale; the Assets are licensed and not sold.
Please carefully review the terms of this Agreement before purchasing or downloading Assets from our website. The Assets are licensed to Licensee only upon condition that Licensee accepts all the terms and conditions contained herein. By accessing or otherwise using all or any portion of the Assets, you agree to be legally bound by the Agreement. If Licensee does not agree to any or all of the terms in the Agreement, Licensee must not access or otherwise use the Assets.
In this Agreement, certain words and phrases have the meanings given below.
Asset means a digital asset that the Licensor offers for purchase or free download on the Website.
Product means any products, projects, or services that are produced under the Licensee’s direct control.
Website means the official online platform operated by the Licensor, accessible at https://ithappystudios.com/.
The Licensee means the individual or organization who purchases or downloads Assets through the Website.
The Licensee’s Team means all employees, contractors, and other collaborators working in a technical or creative role on any one or more Products that incorporate the licensed Assets, excluding anyone working solely as a producer or project manager, or solely on music or audio.
2. Subject of the Agreement
2.1. The subject matter of this Agreement is the purchase or download of certain Assets available on the Website and the rights of use acquired by Licensee on the basis of this Agreement.
2.2. The Licensee acquires the right to use the Assets in accordance with the selected License under Section 3.
2.3. The Licensor guarantees that all information provided about the Assets on the Website is accurate and reliable. However, the Licensor is not responsible for errors, typos, or inaccuracies in the descriptions of the Assets.
2.4. The Licensor reserves the right to make changes to the range of offered Assets, prices, terms of use, and other terms and conditions ofthis Agreement without prior notice to the Licensee. However, such changes do not affect Assets already purchased and paid for by the Licensee.
3. Licence Grant
3.1. Ownership. Licensor does not grant title or ownership in Assets. All rights in Assets not expressly granted in this agreement are reserved by Licensor for itself.
3.2. Depending on the Licence selected by the Licensee, the Licensor grants the Licensee perpetual, worldwide, non-exclusive, non-transferable, and limited rights in the Assets in accordance with the terms specified in the respective Licence.
3.3. Standard Licence. Under a Standard Licence, the Licensee is granted the following rights to use the Assets:
a) Internal Use. The Licensee may use the Assets on any number of its internal computer systems as necessary for its operations. This includes the right to make copies of the Assets strictly for internal use and backup purposes.
b) Incorporation into Products and Promotional Materials. The Licensee may:
incorporate the Assets into Products and into promotional materials (such as graphics, videos, or print media) for those Products, provided that such incorporation does not involve the resale, redistribution, or commercial exploitation of the Assets as standalone items;
publish, distribute, transmit, broadcast, communicate, show, and play the Assets as incorporated into Products and promotional materials for those Products;
c) Adaptation and Modification: The Licensee may access, adapt, and modify the Assets solely for the purposes outlined above, and may perform any of the actions described above with the adapted or modified Assets.
d) Third-Party Authorization: The Licensee may authorize third parties to perform any of the actions described above, but only in relation to Products produced under the Licensee’s direct control, and promotional materials for those Products. Such authorization must comply with all terms and conditions of this Agreement.
3.4. Modifying an Asset does not mean the Licensee owns that Asset, or that the Licensee can do anything with that Asset beyond what is specifically allowed in this Agreement.
3.5. Unless otherwise agreed in writing by the Parties, each single Licence purchase the Licensee make includes three seats for the Licensee’s Team. The Licensee must purchase enough Licences to provide at least as many seats as there are people in the Licensee’s Team, taking the highest count at the time of purchase or any time afterwards.
If the Licensee’s Team grows to exceed the number of seats already paid for, the Licensee must immediately purchase additional Licences to make up the difference.
The Licensor will make each extra Licence available at the same price as applied when the Licensee paid for the original Licence (ignoring any special, discount, or other promotional price), or a lower price if the Parties agree to this in writing.
3.6. The Licensee may request authorization for a use not covered under Section 3.3 (“New Use”) by submitting a written request to the Licensor. The Licensor, at its sole discretion, may approve or reject the New Use.
3.7. Free Assets are provided under the terms specified in the Free Asset Usage Policy.
4. Usage Restrictions
4.1. Prohibited Uses. The Licensee must not use the Assets in any manner not expressly permitted by this Agreement. Specifically, the Licensee must not:
a) resell, redistribute, or otherwise commercially exploit the Assets as standalone items, including but not limited to placing the Assets on marketplaces, online platforms, or other distribution channels intended for the purpose of selling or distributing the Assets;
b) grant sublicenses or transfer the rights granted under this Agreement without the Licensor’s prior written consent;
c) create, distribute, or otherwise utilize Non-Fungible Tokens (NFTs) based on the Assets or incorporate the Assets into blockchain-based projects or products;
d) create or contribute content for Metaverse-related projects and products, including but not limited to virtual worlds such as Decentraland, The Sandbox, and similar platforms;
e) include the Assets in datasets used for training, testing, or otherwise developing generative AI programs, or use the Assets as inputs to such programs;
f) sell or distribute 2D images generated through the rendering of 3D models derived from the Assets.
g ) engage in any activity that infringes upon the intellectual property rights of the Licensor or third parties.
4.2. The Licensee may request authorization for a make a product that is prohibited by these terms, by submitting a written request to the Licensor. The Licensor, at its sole discretion, may approve or reject such a request.
5. Termination of this Licence
5.1. The Licensee may terminate this Agreement at any time by deleting any purchased or downloaded Assets from all the Licensee’s devices and Products that include the Assets, as well as promotional materials for those Products.
5.2. If the Licensee commits a breach of this Agreement and has not remedied such breach within 30 days of the Licensor providing written notice, the Licensor may terminate this Agreement by giving written notice of termination to the Licensee. Upon such termination the License to use the Assets shall automatically cease, and The Licensee must immediately:
a) discontinue all use of the Assets;
b) permanently delete or destroy all copies of the Assets from all devices, systems, and storage media in the Licensee’s possession or control;
c) remove the Assets from any Products that include them, ensuring no further distribution or exploitation of the Assets; and
d) delete or destroy all promotional materials, marketing content, or other representations that feature the Assets.
6. Delivery Download
6.1. The Assets can be obtained via download from the Website.
6.2. The Parties may agree on other and/or more detailed procedures for the delivery of the Assets. If this is the case, those procedures shall take precedence over the provisions under Section 6.1.
7. Payment and Taxes
7.1. The Licensee pays a price for the provision of the License and the supply of Assets as specified on the Website or agreed with the Licensor in writing. The payment includes all applicable taxes.
7.2. The Licensee has the option to make payments for the purchase of Assets through the PayPal payment system.
7.3. If the Licensee’s payment for a Licence is subject to a chargeback, meaning the Licensor is forced to refund all of what the Licensor has received for the purchase, the Licence will automatically be cancelled.
7.4. All payments must be made in the currency specified on the Website.
7.5. The Licensee is responsible for the accuracy and sufficiency of the information provided when making a payment.
7.6. The Licensor is not responsible for any issues or delays related to payments made through PayPal and recommends reviewing the terms of use of the payment system.
7.7. The Licensee agrees to comply with the agreement between them and PayPal. In case of disputes or issues regarding payment processing, the Licensee should directly contact PayPal to resolve any disputes or issues related to payment processing.
7.8. The Licensee and the Licensor shall each be solely responsible for all state and local taxes applicable to them. Each of the Parties to this Agreement fully and unconditionally agrees to pay taxes in accordance with the laws of their respective countries of residence. The fulfillment of the tax obligations of the Parties under this Agreement should not affect the amount of the cost of a Licence.
8. Individual Developments
8.1. The Licensor offers the development of individually developed Assets. In such a case, the Parties will agree on the details of such individually developed Assets in a separate agreement, as well as the time necessary for the development and other details of the process.
9. Warranties and Liability.
9.1. All Assets are provided “AS IS” and the Licensor accepts no responsibility for any loss or damage, of any kind, resulting from the use, inability to use, or otherwise misuse of these Assets. All Assets are provided by the Licensor without any explicit or implied warranties regarding their suitability for specific Licensee needs.
9.2. The Licensee shall examine the Assets upon delivery without delay. Should the Licensee notice any defects, faults, or errors, it shall notify the Licensor of such defects by mail or email within one week, providing the most detailed technical information about the defects in question. For defects that can be noticed upon initial examination, reports about defects shall be deemed delayed if they are received by the Licensor more than one week after the download, unless the Licensee proves that notification within one week was not possible within its usual course of business. In case the Licensee notices defects in the Assets at a later date that could not be detected upon initial examination, it shall notify the Licensor within one week upon detection of the defects. Should the Licensee fail to notify the Licensor of defects as set forth in this Section, the Assets shall be deemed to have been accepted as error-free by the Licensee irrespective of the actual defect.
9.3. Irrespective of the legal basis of the claim for damages, the Licensor shall be liable to pay damages to the Licensee only in the following cases:
a) If the Licensor, its legal representatives, or its agents or auxiliaries have acted willfully or with gross negligence;
b) in cases of culpable breaches of essential contractual duties.
9.4. Support. The Licensor currently provides after-sales support for Assets, but does not guarantee that this will continue and may withdraw it at any time. The level, timing, and amount of support provided are entirely up to the Licensor.
10. Other Legal Information
10.1. In the event of any disputes or disagreements between the Parties regarding this Agreement, the Parties shall make every reasonable effort to resolve the dispute through negotiations and consultations.
10.2. This agreement is governed by and construed in accordance with Georgia’s laws, without regard to its conflict of laws principles. In the case of impossibility for amicable dispute resolution any disputes that arise regarding the existence, interpretation and enforcement of the contract will be deferred to Georgia’s judicial authorities.
11. Final Provisions
11.1. This Agreement, together with any documents referred to in it, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement.
11.2. If any term or provision of this Agreement is held to be invalid or becomes invalid, the remaining terms and provisions shall remain in full force and effect. The invalid term or provision shall be replaced by a substitute provision that as closely as possible reflects the economic purpose of the invalid term or provision; the same shall apply in the case of a material gap in this Agreement.
11.3. All notices, requests, and other communications under this Agreement must be in writing (messages to support@ithappystudios.com).