END-USER LICENSE AGREEMENT FOR BENTANJI PRODUCTS

The terms and conditions of use of Bentanji Content and Bentanji software (hereinafter referred to, also together, as “Bentanji Products”) are shown below and regulate the relationship between Bentanji S.r.l, as Licensor, and the End-User of the Bentanji Products as Licensee.

1. Definitions.

For the purpose of this License Agreement, the terms hereinafter indicated shall have the following meaning:

A. Bentanji s.r.l. (hereinafter simply “Bentanji”) is a società a responsabilità limitata (private limited liability company), duly incorporated and existing according to the laws of the Italian Republic, with registered office in Reggio Emilia in via Giovanni Falcone 10 VAT no. 02716460353 REA (Economic and Administrative Business Register) no. : RE 307054

Bentanji, operator of the site, produces and sells three-dimensional models and textures, and the relative contents are protected by Copyright.

B. “Bentanji Content” or “Model” is a three-dimensional model, a combination of three-dimensional models and/or textures, created by Bentanji. Contents is therefore intended as any 3D files, images or any media or other material that is downloaded from the site, together with any accompanying material.

C. In this Agreement “Customer” or “End-User” means the person or entity that makes the registration and the purchase or, if the purchase is made in the name and on behalf of a company, the company itself.

2. Conditions of the License.

2.1 With this Agreement Bentanji grants the End-User a perpetual, non-exclusive and non-transferable world license to use the Content for permitted uses (as hereinafter specified). Any use that is not expressly qualified as a permitted use is to be considered as forbidden and not authorised by Bentanji. 

2.2 The End-User may use the Content for advertising, promotional and other permitted uses (as hereinafter specified). 

The End-User may not use the Content in products for resale, for licensing or other form of distribution, and this also applies if the original Content made available by Bentanji has been modified or transformed by the Customer. In the event that the Customer modifies or transforms the Content, the latter shall remain, in all events, the exclusive property of Bentanji.

2.3 The End-User is exclusively authorised to use the Content for their own purposes. As a result, the End-User may transfer the Content to their own customers only for the purpose of reproduction for the permitted uses, provided that the Content is not made available and the Customers are not able to extract or access or reproduce the Content as an electronic file; such persons or entities do not, in fact, have further or additional rights to use the Content. 

3. Permitted uses.

Without prejudice to the limits described in article 4 below (“Prohibited Uses”), the “Permitted uses” of the Content are: 

a. Advertising and promotional designs, CG displays, multimedia presentations, including films and videos, commercial breaks, broadcasts and theatre productions;

b. Entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters; 

c. On-line or electronic publications, including web pages and/or internet broadcasts;

d. Prints, posters, catalogues, brochures (including in paper form) and others;

e. Any type of personal projects and/or works of art;

f. Any other use approved by Bentanji in writing.

In the event that there is any doubt whether the use proposed is a Permitted Use, the End-User has the obligation to contact Bentanji beforehand.

4. Prohibited Uses.

The End-User is prohibited from using the Content for uses that are not expressly “Permitted Uses”. Having said that, without prejudice to what is set out in article 11 below, the “Prohibited uses” are those hereinafter listed. By way of example and not in exhaustive terms, the End-User may not:

a. Use the Content in applications intended for resale, unless with the express authorisation of Bentanji in this sense, requested on each occasion;

b. Integrate the Content in any product that results in a re-distribution or re-use of the Content or otherwise makes the Content available in such a way that a person is able to extract or access or reproduce the Content as an electronic file;

c. Patent, resell, rent, loan, assign or otherwise transfer or distribute the Content or associated rights in accordance with this Agreement;

d. Use or visualise the Content in electronic form in order to be downloaded or distributed through mobile devices or shared in any way, with peer-to-peer arrangements or with any other similar means of sharing files.

5. Means of access to Bentanji Products.

5.1 For the purpose of being able to use the Bentanji Products, the End-User must:

[] register on the Bentanji.com website;

[] choose one or more models available on the Bentanji.com website;

[] accept this License Agreement and the relative Conditions and provisions;

[] Pay the consideration requested for the product(s) selected.

5.2 A purchase request by the customer must be submitted performing the following actions:

[] Choice of 3D Model(s) by clicking on the “Add to cart” virtual button

[] Choice of a method of payment and input of the information for invoicing (if applicable);

[] Review of the information included on the registration form;

[] Confirmation of the purchase request by clicking the “Complete purchase” virtual button.

5.3 Once it has received payment, Bentanji confirms the order and the payment by forwarding a communication to the e-mail address provided by the End-User. The End-User is therefore responsible for the correct indication of the e-mail address when registering.

6. Conclusion of the license agreement.

6.1 The End-User’s registration is carried out through an on-line procedure and involves the provision of specific information, including: name and surname and e-mail address.  

The End-User undertakes to:

- provide the personal information requested during this procedure, taking care that such information is up-to-date, complete and true;

- update this data promptly and constantly so that they are always up-to-date, complete and true.

In the event that the User provides false, inaccurate, out-of-date or incomplete information, or if Bentanji considers, on the basis of its own discretional judgement, that the information provided by the End-User is false, inaccurate, out-of-date or incomplete, Bentanji shall, in all events, have the right to temporarily or definitively disable the account of the End-User in question, preventing any further use.

At the end of the registration procedure, the End-User obtains the attribution of a personal Account to which they access by means of a confidential User Identification (ID) and Password (PW).

Use of the site and of the Account is strictly personal.

The End-User is solely and exclusively responsible for the safekeeping and proper use of the access credentials to their Account (responsibility that extends to any sort of activity exercisable through their relative use) and, as a result, undertakes to correctly and attentively perform the login and logout procedures, to immediately communicate to Bentanji any non-authorised use of their Account, as well as any other breach of the security regulations of which they become aware.

Bentanji may not, in any way, be held liable for damages deriving from failed compliance with these registration procedures, since the End-User is aware that, for the purpose of regulating access to the service, their authentication depends exclusively on the check of their ID and PW.

The End-User is solely liable for any damage or harm deriving to Bentanji or to third parties further to incorrect use, loss, theft and/or impairment of the confidentiality of the ID and PW.

All the operations carried out through the user Account are automatically traceable to the End-User, without exceptions.

6.2 The License Agreement takes effect when consent has been expressed as per the above. The License Agreement is entered into in English.

6.3 Bentanji confirms receipt of the End-User’s declarations by forwarding a communication to the End-User’s e-mail address included on the payment/downloading form. The communication must contain:

[] The name, legal address and contact details of Bentanji to which the End-User may submit complaints;

[] The hyperlink for the text of this license Agreement;

[] The price for the Model(s) requested, including all taxes;

[] The methods of payment and of performance.

6.4 By completing the registration and payment forms by clicking on the “Download” button, the End-User accepts these Conditions of Use without reservations. With this acceptance, a contract is entered into with Bentanji, and the End-user undertakes to comply with all the provisions. The User may correct the information that is included on the payment/download forms before confirming the purchase request.

6.5 All payments and/or downloads of the Content carried out on Bentanji must be performed directly by the End-User or by the legal representative if the End-User is a legal entity.

6.6 The purchase order may not impose any obligation on Bentanji in the event that the End-User’s e-mail address indicated in the registration form is incorrect or incomplete or when Bentanji has not received payment of the ordered Content.

7. Prices and method of payment.

7.1 The prices are those indicated on the site upon connection to it. Bentanji reserves the right to modify the prices at any time, without prejudice to the fact that the modification of the prices is not applicable to orders already made. 

The prices are in Euros and do not include Italian VAT.  

7.2 Payment is made on-line with the methods indicated on the site.

7.3 A confirmed order is processed by Bentanji only further to receipt of payment. In the event of the bank’s refusal, the order is cancelled and notice of cancellation is sent (both on the site and by electronic mail). 

8. Obligations of the End-User.

The End-user undertakes to:

a. Pay the costs for the chosen Model(s), including VAT if applicable; 

b. Not to share, sell, copy, multiply, distribute, modify or use the Bentanji Products in breach of this License Agreement.

When using the Bentanji Products the End-User also undertakes to:

a. Comply with applicable laws, this License Agreement and principles of morality and good faith;

b. Not to breach the tangible and intangible rights of third parties, including intellectual property rights on any of the components or elements included in the Bentanji Products;

c. Not to carry out and not to seek to obtain the non-authorised use of the Bentanji Products.

9. Term.

The term of this License Agreement starts from the date it is entered into and remains in force for any future use of the Content, which is paid and/or downloaded by the End-User. 

10. Termination and Withdrawal.

In the event of termination of, or withdrawal from, this License Agreement, the End-User must immediately cease use of the Bentanji Products and undertakes to cancel all the copies made of Bentanji products.

11. Intellectual property rights.

11.1 The Bentanji Contents are protected by the laws on intellectual and/or industrial property rights. 

11.2 With the exception of what is expressly provided for in this License Agreement, Bentanji does not grant to the End-User any intellectual and/or industrial property rights on the Bentanji Content or on any product included in the Bentanji Content. Bentanji reserves all rights that are not expressly assigned to others.

11.3 The law protects not only the original product published on Bentanji’s website, but also the product modified or transformed by the End-User and any other work deriving from the Bentanji Content. The End-User is therefore prohibited from revising and/or modifying any product included in the Bentanji Content and, in any case, from developing derived works without Bentanji’s express written consent.

The End-User is not the owner of the modified or transformed Content, which remains the property of Bentanji.

11.4 The End-User undertakes not to use the Contents acquired from Bentanji to: (1) create documents, images, files or anything else which is illegal, damaging, threatening, abusive, intimidating, defamatory and/or slanderous, vulgar, obscene, harmful to the privacy of others, racist, classist or, in any case, reprehensive; (2) create documents, images, files or anything else which could cause damage, in any way, to minors; (3) create documents, images, files or anything else for which their transmission or dissemination is prohibited by virtue of a legal or contractual provision or by effect of a relationship of trust;  (4) create documents, images, files or anything else which implies the breach of patents, trademarks, secrets, copyright or other intellectual and/or industrial property rights of third parties; (5) create documents, images, files or anything else in breach of any law or regulation in force.  

The End-User is solely liable for any breach of the rights of third parties.

12. Guaranties and Liability. Limitation of Liability.

12.1 Bentanji is not liable for illicit or illegal use of the Content on the part of the Customer. 

12.2 The User expressly acknowledges and accepts that:

a) The Content(s) is/are provided “as it is/as they are”. Bentanji does not provide any guarantee, including (merely by way of example and not in exhaustive terms) any guarantee regarding the quality, performance, use and compatibility of the product for a specific use.

b) Bentanji is not liable for any breaches regarding intellectual property rights or copyright committed by the End-user. The End-User is exclusively liable for the existence of rights, consent or authorisations necessary for use of the Content.

c) Bentanji does not guarantee that (i) the products meet the End-User’s expectations, (ii) any defects in the programmes used will be corrected, (iii) use of the site will be free of errors or uninterrupted: specifically, Bentanji reserves the right, at any time and without notice, to modify, or temporarily or permanently interrupt use of the site. Bentanji is not liable with respect to the End-User or to third parties for any modification, suspension or interruption of the site.

d) Bentanji is not liable for any (direct or indirect) damages, including losses of profit, clientele, data or any other loss of tangible or intangible assets, suffered by the End-User or by third parties and deriving  (i) from the use or impossibility of use of the site and/or Content, (ii) from the purchase of products or a transaction carried out during use of the site, (iii) further to non-authorised access to the site on the part of an End-User and, (iv) more in general, from any other situation with relation to the site and/or the Bentanji Content(s), and that is, also in the event that Bentanji has been informed of the possibility of such damages.

e) Use of the site is at the End-User’s risk and danger. The End-User is therefore solely liable for any damage suffered by their computer or for any loss of data resulting from use of the site.

f) No information obtained from Bentanji during use of the site may give rise to guarantees not expressly provided for. 

12.3 Without prejudice to the above, in no event may Bentanji be required to reimburse or compensate an amount greater than that received by way of consideration from the End-User for the product supplied.

12.4 The End-User undertakes to guarantee and hold Bentanji harmless against any damage, claim or request coming from third parties deriving from (i) the sending, dissemination, use or transmission of any Content, (ii) breach of the Conditions of Use, or (iii) breach of others’ rights. 

12.5 The Site may contain links to the websites of third parties. In order to be able to use third parties’ programmes and/or web services the End-User must accept the conditions of use imposed by the supplier(s) of such programmes and/or web services, which will regulate only the dealings between the End-User and the supplier(s) in question.

In downloading the programmes of third parties or using the web services of third parties, the End-user acknowledges and accepts that Bentanji is not liable for the content of such websites. Nor does Bentanji give any guarantee regarding the availability, quality of the goods and services supplied, or the fulfilment of all the obligations assumed by the supplier(s) of such programmes and/or web services. 

In no event, therefore, may Bentanji be held liable for any claim of any nature, direct or indirect, deriving from or in relation to such third party programmes and/or web services.

13. Disabling of the account. 

13.1 Bentanji has the right to interrupt or to eliminate the End-User’s Account, for any reason and specifically: (i) if Bentanji deems that the End-User has breached the Conditions of Use and (ii) in the event of conduct considered by Bentanji as damaging for its activity or that of others. The above is without prejudice, in any case, to the right to compensation for damage.

13.2 Any interruption or elimination of the Account may occur at the unquestionable discretion of Bentanji and without notice. Bentanji is not liable for the interruption or elimination of the Account. 

13.3 In the event that the Account is interrupted or eliminated, Bentanji is not obliged to any reimbursement of the End-User.

14. Modification and/or integration of the Conditions of Use.

14.1 These Conditions of Use may be modified and/or integrated unilaterally by Bentanji at any time and without notice. Modifications and integrations are valid and effective from the date of publication on the site and apply to subsequent sales.

14.2 The pages of the site that complete the Conditions of Use form an integral part of the Conditions of Use. During promotional campaigns the Conditions of Use may be integrated by supplementary conditions.

16. Communications.

Any communication between the parties must be made in writing (by electronic mail). 

Without prejudice to what is provided for in article 14, Bentanji may communicate modifications and/or integrations to these Conditions of Use also through the insertion of announcements on the site directed to users.

17. Court of jurisdiction.

For any dispute relating to, deriving from or, in any case, connected with, these Conditions of Use or use of the site, the Court of Reggio Emilia shall have jurisdiction except where otherwise required by law.

18. Final provisions.

a. The Conditions of Use are the only agreement between Bentanji and the End-User with regards to use of the site and the purchase of the products and/or the Contents.

The End-User must also comply with any Conditions of Use which are supplementary or associated with the contents of third parties or relating to rules for the use of the software of third parties.

b. This License Agreement is regulated and interpreted according to Italian law. For any matters not expressly provided for, Italian law shall be applied. 

c. The failed application of any provision of this License Agreement on the part of Bentanji cannot be taken as implicit waiver of any provision and/or right.

d. This Agreement is personal and not transferable by the End-User. Bentanji may transfer this Agreement without the End-User’s consent

e. If a number of the clauses of this Agreement are invalid or inapplicable, the Agreement shall remain valid for the remaining part, and the invalid or inapplicable clauses shall be replaced by the parties, either with legal provisions or according to normal practice. 

f. The User expressly acknowledges to have read, examined and understood any other agreements and/or regulation published on the site or in any case referred to by these Conditions. 

Acknowledgement 

The End-User confirms to have read and understood this Agreement. 

In consideration of Bentanji’s acceptance to provide the Content, the End-User accepts to be bound by the terms and conditions of this Agreement.   

In addition, the End-User acknowledges that this Agreement is the complete and exclusive version of the Agreement entered into with Bentanji, which replaces any previous proposal or agreement and any other communication between the End-user and Bentanji relating to the subject matter of this Agreement.

In the event that the End-User breaches the Conditions of Use entered into with Bentanji, the latter shall have the right to disable your account without notice, without prejudice to the right to compensation for damages. In this case, Bentanji shall have no obligation to reimburse any costs incurred by the End-User. 

The End-User undertakes to contact Bentanji in the event there are any doubts regarding the legitimacy of use of the Bentanji content.