Asset License

ASSET LICENSE AGREEMENT

Last Updated: December 28, 2025

1. PREAMBLE AND ACCEPTANCE
This Asset License Agreement (hereinafter referred to as the "Agreement") is a binding legal contract between the individual or legal entity accessing the Service (the "Licensee" or "You") and Next Spacey LLC, a Wyoming Limited Liability Company (the "Licensor" or "Company"). This Agreement governs the licensing, usage, and restrictions of the digital 3D models, textures, materials, and associated data (collectively, the "Assets") made available through the 3D Spacey Desktop Application and Cloud Service.

By downloading, accessing, or utilizing any Asset, the Licensee acknowledges having read, understood, and agreed to be bound by the terms herein. If the Licensee does not agree to these terms, they must immediately cease use of the Assets.

2. NATURE OF LICENSE AND SUBSCRIPTION DEPENDENCY
The Assets provided by the Company are licensed, not sold. Subject to the terms and conditions of this Agreement, the Company grants the Licensee a limited, non-exclusive, non-transferable, and revocable right to use the Assets. The Licensee acknowledges that the Service operates on a Software-as-a-Service (SaaS) model. Consequently, the continued right to access, download, and utilize the raw source files of the Assets via the Desktop Application is strictly conditional upon the maintenance of an active, paid subscription. The Company reserves the right to utilize Digital Rights Management (DRM) technologies to restrict access to the raw Assets upon the expiration or termination of the Licensee’s subscription.

3. LICENSE TIERS AND PERMITTED USES
The scope of the License granted herein depends on the specific Subscription Plan selected by the Licensee:

3.1. Standard License (Starter Plan)
Under the Standard License, the Licensee is permitted to use the Assets solely for personal, educational, or portfolio purposes. The Licensee is strictly prohibited from utilizing the Assets in any commercial project, work-for-hire, or any medium intended for monetary gain or commercial distribution.

3.2. Commercial License (Pro and Studio Plans)
Under the Commercial License, the Licensee is granted a worldwide, royalty-free right to incorporate the Assets into original works of authorship ("Derivative Works") for commercial purposes. Permitted commercial uses include:
(a) Rendered Imagery: Creation of 2D still images for architectural visualization, advertising, and marketing materials;
(b) Video Production: Inclusion in motion pictures, broadcast entertainment, and visual effects;
(c) Interactive Applications: Incorporation into video games, virtual reality, and augmented reality simulations, provided that the Assets are securely contained within the application's proprietary format and cannot be extracted or accessed as standalone files by end-users.

4. PROHIBITED USES
Notwithstanding the foregoing, the following uses are strictly prohibited for all License tiers:

(a) Redistribution: The Licensee shall not sell, rent, lease, sub-license, distribute, or otherwise transfer the Assets in their raw or original form, or as part of a stock asset library, template pack, or collection, whether for free or for payment.
(b) Artificial Intelligence: The Licensee shall not use the Assets, their metadata, or preview imagery to train, validate, or fine-tune Artificial Intelligence (AI) systems, machine learning models, or neural networks.
(c) Non-Fungible Tokens (NFTs): The Licensee shall not mint, sell, or distribute the Assets or any derivative thereof as a Non-Fungible Token (NFT) or similar blockchain-based digital collectible.
(d) Trademarks: The Licensee shall not incorporate the Assets into any logo, trademark, or service mark. The License is non-exclusive, and the Company retains the right to license the same Assets to other parties.
(e) Reverse Engineering: The Licensee shall not attempt to decompile, reverse engineer, decrypt, or bypass the security measures of the Desktop Application or the Assets.

5. TERM AND TERMINATION
This Agreement is effective as of the date the Licensee subscribes to the Service and shall remain in effect for the duration of the Subscription Term.

5.1. Effect of Termination
Upon the expiration or termination of the Subscription for any reason:
(a) The Licensee’s right to access the Cloud Library and download new Assets shall cease immediately;
(b) The Desktop Application functionality may revert to "Local Mode," restricting access to the Company's proprietary Cloud Assets;
(c) Survival of Derivative Works: Notwithstanding the termination of this Agreement, any specific Derivative Works (e.g., final rendered images or compiled game builds) that were created and exported by the Licensee during the active Subscription Term shall remain licensed in perpetuity. The Licensee is not required to delete or retract already published works. However, the Licensee may not utilize the raw Assets in new projects after termination.

6. INTELLECTUAL PROPERTY AND OWNERSHIP
The Licensee acknowledges that the Company and its contributing Creators retain all right, title, and interest in and to the Assets, including all copyrights, patents, trade secrets, and other intellectual property rights. This Agreement does not convey to the Licensee any interest in or to the Assets, but only a limited right of use revocable in accordance with the terms of this Agreement.

7. DISCLAIMER OF WARRANTIES
THE ASSETS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE ASSETS WILL MEET THE LICENSEE'S REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR-FREE.

8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXT SPACEY LLC BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE ASSETS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Wyoming.