This D5 Works Technical Service Agreement (the “Agreement”) governs the listing, license and distribution of the digital works and materials (the “Product”) made available by you (“Designer”, “you” or “your”) on D5 Works and other connected pages (“D5 Works”) operated by Dimension 5 PTE. LTD. (“D5”, “we”, “our” or “us”). By uploading your Product to D5 Works or clicking to accept this Agreement, you hereby agree to be legally bound by all terms herein and appoint D5 to provide technical assistance services for your Product through D5 Works.
This Agreement is a part of and incorporated by reference in the Terms of Service (“Terms of Service”) for D5 Works. Capitalized terms used in this Agreement but that are not otherwise defined shall have the meanings ascribed to them in the Terms of Service. To the extent this Agreement conflict with the Terms of Service or Privacy Policy, this Agreement shall take precedence to the extent of such conflict.
Please read this Agreement carefully. By accepting this Agreement, you and D5 agree to handle disputes individually, not through class actions. You may opt out of this class action waiver within a limited timeframe. Accepting this Agreement also means agreeing to terms that affect your legal rights, such as waiving jury trials, disclaiming warranties, excluding certain damages, and limiting liability.
1. Definition
1.1 "Product" means any works or materials made available by you on D5 Works, including but not limited to models, image files, project files, electronic documents, text, or codes and any other information offered by the Designer to the potential Users.
1.2 "Designer" means the individual or legal person who uploads Products to D5 Works and makes them available for purchase or free download as part of their commercial activities.
1.3 "User" means the individual or legal person that has acquired the rights to use the Product under this Agreement.
1.4 "Intellectual Property" means any and all legally recognized rights under applicable law, including but not limited to copyrights, trademarks, trade dress, patents, industrial designs, trade secrets, rights of publicity, rights of privacy, and other similar proprietary rights.
1.5 "Transaction" means the acquisition of a Product from D5 Works under this Agreement, including both (i) adding Products to the library, and (ii) downloading Products on devices, by obtaining a license at a price of greater than $0 or at no cost.
2. General Provisions
2.1 D5 and D5 Works’s role. You acknowledge and agree that D5 manages and operates D5 Works, an e-commerce platform and professional community for 3D models and projects, where you can upload your Product for listing, license and distribution. Your use of D5 Works is governed by the Terms of Service and any supplemental terms specific to D5 Works that you have accepted. This Agreement exists independently of and does not replace, modify, or supersede any other agreements you may have with D5.
You acknowledge and agree that D5 assumes no obligation to:
(a) Host, market, or advertise your Product listing;
(b) Maintain Product details pages on D5 Works indefinitely.
You understand and agree that D5’s actions, such as adding labels to the Product, modifying the names of uploaded files, or changing how and where your Product display on webpage, do not affect D5’s role as an intermediary platform or involve any modification to your Product.
D5 reserves the right to remove or suspend your Product listing, or limit your right to remove your Product listing at its sole discretion, to maintain a friendly community; however, D5 may provide you with reasonable prior written notice before taking such action, except in cases of urgent legal or policy violations.
2.2 Your role in D5 Works. By uploading your Product for listing on D5 Works, you hereby agree to accept technological assistance and service provided by D5 solely for the following matters:
(a) You grant the User a license to use the Product under a specific License Tier as detailed in Section 3.3;
(b) You will receive payments according to Section 6. Payments for details.
2.3 User’s Use of D5 Works. Users acquire Products through D5 Works for Permitted Uses under respective License Tier as detailed in Section 3.3 and the D5 Works License Agreement.
3. Ownership and License
3.1 Ownership. Between you and D5, you retain all Intellectual Property rights, title, and interest in and to the Product. The rights granted to D5 and Users under this Agreement constitute only a specified license to your Product. Nothing in this Agreement transfers ownership or Intellectual Property rights of the Product to D5 or Users, expressly or impliedly.
3.2 License Granted to D5. To enable the listing and distribution of your Products, as well as the operation of D5 works, you hereby grant D5 a non-exclusive, non-transferrable, non-sublicensable (except for sublicense to affiliates, subsidiaries of D5, or distributors designated by D5), revocable, worldwide, fully paid-up and royalty-free license to:
(a) reproduce your Product, such as storing copies of your Product(s) on D5 Works servers to enable the listing, Transactions and downloads;
(b) Publicly Display or Perform your Product(s) and related marketing materials you provide, on D5 Works, distributors designated by D5 and third-party promotional channels (e.g., social media, trade shows, or live events);
(c) Allow your Product to be downloaded by Users who complete the Transaction and have lawfully acquired a license under D5 Works License Agreement;
(d) Modify and edit your Product solely for the purpose to meet technical requirements for listing on D5 works;
(e) Detecting and reviewing content that might violate applicable laws or our policies (e.g., hate speech, misinformation, or infringing material), inserting a warning before controversial content;
(f) Create derivative works from your Product, such as generating image thumbnails, translating your Product into other languages, solely for the purpose of displaying, promoting and distributing your Products;
(g) Use your Product to develop, test, or improve D5 Works systems, including tools to detect or prevent prohibited content or activities;
(h) Use your logos, trademarks, and trade names solely for the purpose of displaying, promoting and distributing your Products and relevant marketing materials, on D5 Works, D5’s affiliates, distributors designated by D5 and third-party promotional channels (e.g., social media, trade shows, or live events).
3.3 License Granted to User. You grant the User who acquired Products through D5 Works a license under D5 Works License Agreement. You may choose the License Tier that may apply to your Product and authorize D5 to notify the User of the applicable license terms:
(1) Free License: you grant the User a non-exclusive, non-sublicensable, non-transferable, royalty-free, worldwide, revocable and Single Seat license to use your Product, for personal and non-commercial purpose, following the completion of Transaction from the User at no cost.
(2) Standard License: you grant the User a non-exclusive, non-sublicensable, non-transferable, royalty-free, worldwide, revocable and Single Seat license to use your Product for commercial purpose, following the User’s payment of any applicable license fee indicated at a price of greater than $0.
3.4 Change to License. If you change the License Tier that applies to your Product, the licenses you have already granted (including licenses granted under License Tiers you have decided to no longer offer) will not be affected.
3.5 License Compliance. Users are solely responsible for their compliance with the applicable terms of License Tier. D5 does not actively monitor, prescreen, or review how Users use the Product, including how Users may use the Product on D5 Works. If you reasonably believe that your Product is being infringed or misused on D5 Works, please report the suspected misconduct or misuse to us.
3.6 Waiver of Moral Rights. To facilitate the distribution of your Products and enable the User to use the Product without further potential restriction after the acquisition, you agree to waive, all rights of paternity, integrity, attribution, disclosure, withdrawal, and any other rights that may be known as “moral rights” (“Moral Rights”) with respect to the use of Products, to the fullest extent permitted by applicable law. To the extent the waiver is not permitted by applicable law, you will not enforce such Moral Rights against D5 or the User.
3.7 Prohibited License. Products offered by you via D5 Works must be licensed to only through the D5 Works License Agreement, which supersedes any conflicting licenses within distributed materials.
4. Representation and Warranties by You
4.1 Ownership and Rights. You represent and warrant that you have full and appropriate legal rights to fulfill this Agreement, including but not limited to (1) you possess all necessary Intellectual Property rights, releases, and other proprietary or third-party rights to grant the licenses outlined in this Agreement for any Product that you upload to D5 Works for listing, license and distribution, (2) the Product and its authorized use under this Agreement does not infringe any third-party intellectual property rights or other proprietary rights.
4.2 Timely Updates. If your Product is made available or distributed through channels other than D5 Works, you shall deliver all updates, patches, or revisions to D5 Works concurrently with their release to any third party.
4.3 Functionality. Products that you upload must be fully operational, consistent with the advertised descriptions you provide, and include only relevant supporting files.
4.4 Accuracy and Completeness. You represent and warrant that all materials and information related to the Product you upload to D5 Works are accurate, complete, and compliant with applicable laws. For any subsequent inaccuracies or omissions that you are aware of, please promptly notify D5 and submit corrected materials.
4.5 Supplemental Information. To facilitate the listing, license and distribution of your Product, upon D5’s prior notice and request, you shall provide additional information or details regarding your Product, which will thereafter be deemed part of your Product under this Agreement.
4.6 Content Policy. You shall not upload any content, information, material or material that:
(a) Violates any applicable law, regulation, or legal obligation;
(b) Is defamatory, libelous, pornographic, obscene, or otherwise offensive;
(c) Promotes racial hatred, discrimination, or violence;
(d) Contains viruses, spam, malware, malicious code, or any component designed to compromise, disrupt, or damage computer systems, networks, or data.
4.7 Generative AI. If any part of your Product is generated using Generative AI programs or tools, you must tag such Product as [“WithAI”] using D5 Works’ designated labels. D5 does not apply this tag to the Product on your behalf. You are solely responsible for ensuring compliance with this tagging obligation. Please note that D5 will not use your Product for machine learning or training of neural network models, including generative AI models, unless expressly permitted by the you.
4.8 Union and Guild Obligations. You represent and warrant that:
(a) The Product was not produced under a collective bargaining agreement;
(b) No union/guild restrictions or third-party fees apply to the Product under this Agreement;
(c) D5 and Users are not subject to union/guild jurisdiction through their use of the Product.
D5 is not a party to any collective bargaining agreements, and your Product will not and shall not impose such obligations on us.
5. Pricing
5.1 Pricing. Transactions for Product licensed through D5 Works occur directly between you and the User. For each item of Product you list, you must:
(i) Designate the License Tiers available for User to order and
(ii) Set a retail price (“Listing Price”) for each selected License Tier.
You retain full discretion to establish Listing Prices, provided such prices comply with this Agreement. By listing Product, you agree to accept D5’s technological service to assist you to advertise, market, and license your Product at the Listing Price.
5.2 Recommended Listing Price. While D5 may recommend ranges for Listing Price to you, determined by factors including but not limited to product category, complexity, certification costs, and review expenses, it is in your sole discretion to determine whether or not to accept such recommended Listing Price.
5.3 Discounts and Promotions. You may determine whether or not to offer discounted pricing for Products, or join promotions offering customers with discounts, including through site-wide promotions (e.g., Black Friday sales) or customer loyalty programs. You may opt out of participation in such promotions in advance by notifying D5.
6. Payments
6.1 Payment Process and Calculation. Upon the completion of a Transaction by a User through D5 Works, as your authorized agent, D5 will:
(a) Collect payment from the Transaction ;
(b) Pay you 50% of the net sale amount (“Proceeds”), calculated after deducting:
(i) Bank Charges or other processing fees charged by payment service providers;
(ii) Technical service fees charged by D5;
(iii) Discounts, fraud-related charges, chargebacks, and refunds;
(iv) Any outstanding amounts due to D5 under this or any other agreement.
Notwithstanding the above, D5 shall at its sole discretion be entitled to withhold any payments to you where there is a dispute in relation to your Product or where you have breached any terms of this Agreement or applicable laws.
6.2 [Monthly Report]. D5 will provide a [Monthly Report] to you, stating the Proceeds payable to you within [thirty (30)] days following the end of each month. This report is final and binding unless you challenge it in writing within 30 days of receipt. To submit a challenge, please fill out the form stated in the Monthly Report sent to you. No legal action, claim, or proceeding related to a Monthly Report or D5’s accounting under this Agreement may be initiated unless commenced within [twelve (12)] months of D5’s response to your challenge.
6.3 Designer Account. To receive payments due under this Agreement, you must maintain a valid Designer Account with a payment service provider approved by D5 as compatible with D5 Works. D5 is not a party to, nor responsible for, your agreements with such payment service providers. Please note that D5 will not be liable for payment errors. You are solely responsible for ensuring accurate account information is on file.
6.4 Monthly Transfers. Provided your compliance with this Agreement and other applicable terms, D5 shall initiate electronic transfers of Proceeds to your designated Designer Account within [thirty (30)] days after the end of each month. Transferred amounts will reflect D5’s current calculation of Proceeds payable to you, net of any amounts you owe D5 under this Agreement. All transfers shall be made in [U.S. dollars].
6.5 Payout Threshold. Notwithstanding any other clause in this Agreement, transfers occur only if accrued Proceeds exceed [one hundred dollars ($100)]. Unpaid Proceeds less than [$100] will roll over monthly until reaching [$100]. Notwithstanding the foregoing, D5 will transfer all Proceeds accrued for more than [twelve (12)] months, regardless of the amount.
6.6 Bank Charges. D5 will deduct wire transfer, banking, or payment processing fees incurred during transfers of your Proceeds. You are solely responsible for fees charged by the payment service provider for your Designer Account.
6.7 Taxes. You and Users are solely responsible for all taxes (e.g., income taxes, levies, VAT) imposed on payments for the Transaction under this Agreement. Unless otherwise specified herein, you and Users shall independently fulfill tax obligations arising from this Agreement and D5 Works License Agreement executed through the D5 Works. D5 assumes no liability for resolving such obligations, except where legally required to calculate, withhold, or remit taxes on your behalf. In such cases, D5 will deduct applicable taxes from Proceeds payable to you and remit taxes to the applicable tax authorities.
7. Amendment
D5 reserves the right to change this Agreement from time to time. The “Last Updated” date indicates when a change has been made. If we make a material change, we will send an email to you, post a prominent notice on D5 Works or otherwise notify you.
This Agreement will only be amended and effective on you: (i) by your acceptance to the amended version of this Agreement made available to you on D5 Works or (ii) in a writing signed by both you and D5. Until you accept the revised Agreement, the existing terms shall remain binding. D5 reserves the right to restrict your access to your account, D5 Works, or Product upload function until you accept the revised Agreement.
8. Eligibility
8.1 Legal Capacity. You must have reached the age of legal majority in your jurisdiction to enter into this Agreement.
8.2 Trade Control. You represent and warrant that neither you nor the entity you represent is listed on any list subject to applicable trade laws, including sanctions and export control laws and that your performance of this Agreement will not be in breach of any sanctions and export control laws.
9. Withdrawal and Termination
9.1 Withdrawal Request and Process. You may submit a request at any time to remove any Product from listing on D5 Works, through My Work. D5 will cease offering the withdrawn Product you designate for listing, license, and distribution within a commercially reasonable period following receipt of your request.
9.2 Preservation of License. Despite the withdrawal of Product at your request, D5 may retain limited rights under Section 3.2 solely to enable Users who previously acquired the Product to redownload it. Licenses granted to Users under Section 3.3 and D5 Works License Agreement shall remain unaffected. Users retain full rights to use the acquired Product and are not obliged to delete it, even after its removal from D5 Works.
9.3 Termination of Your Account. You may terminate your account at any time. D5 reserves the right to terminate your account upon reasonable belief of your breach of this Agreement or other applicable terms. Termination by either party will automatically trigger a withdrawal request for all your Products listed on D5 Works, subject to the terms in this section.
10. Confidentiality
10.1 Confidentiality Obligations. Both you and D5 shall maintain the confidentiality of all information disclosed by the other party before, during, or after the term of this Agreement that is (i) designated as confidential, or (ii) reasonably understood to be confidential based on its nature or the circumstances of disclosure (“Confidential Information”). Each party shall ensure that its employees, contractors, and agents comply with these obligations. These obligations survive the termination of this Agreement and continue for as long as Confidential Information retains its confidential status.
10.2 Standard of Care. Each party shall protect the other party’s Confidential Information using at least the same degree of care it employs to safeguard its own confidential information, but in no event less than reasonable care.
10.3 Exceptions. The obligations in this section do not apply to information that:
(a) is or becomes publicly available through no fault of the receiving party;
(b) was lawfully in the receiving party’s possession prior to disclosure;
(c) is received from a third party without breach of confidentiality obligations; or
(d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
10.4 Legally Required Disclosures. If a receiving party is legally compelled to disclose Confidential Information, it shall (i) promptly notify the disclosing party in writing (to the extent permitted by law), and (ii) cooperate with the disclosing party’s efforts to contest or limit the scope of such disclosure.
10.5 Return or Destruction. Upon termination of this Agreement, the receiving party shall, at the disclosing party’s election, promptly return or destroy all Confidential Information in its possession or control, except for one archival copy retained solely for compliance purposes.
11. DISCLAIMER OF WARRANTIES
D5 WORKS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ASSUME ALL RISKS ASSOCIATED WITH PROVIDING PRODUCT OR USING THE D5 WORKS. TO THE FULLEST EXTENT PERMITTED BY LAW, D5 HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. D5 IS NOT LIABLE FOR UNAUTHORIZED USE, LISTING, LICENSE, OR DISTRIBUTION OF PRODUCT OUTSIDE D5 WORKS (E.G., ON PIRATE SITES) OR FOR DAMAGES CAUSED BY VIRUSES OR HARMFUL COMPONENTS. THE WARRANTY DISCLAIMERS IN THIS SECTION ARE MATERIAL TO THE AGREEMENT’S CONSIDERATION.
12. LIMITATION OF LIABILITY
12.1 YOUR REPONSIBILITY FOR YOUR PRODUCT. YOU ARE SOLELY LIABLE FOR PRODUCT LISTED AND DISTRIBUTED THROUGH D5 WORKS AND ANY LOSSES ARISING FROM ITS USE, LISTING, LICENSE, OR DISTRIBUTION. D5 ASSUMES NO RESPONSIBILITY TO YOU OR THIRD PARTIES FOR SUCH PRODUCT.
12.2 SPECIAL, PUNITIVE, INCIDENTAL, INDERICT OR CONSEQUENTIAL DAMAGES. To TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, WILL WE OR OUR SUBSIDIARIES, PARENT COMPANY, RELATED COMPANIES AND/OR THEIR DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR DATA OR OTHER LOSSES), ARISING FROM OR RELATED TO THE PRODUCT OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY ASSERTED (CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE), EVEN IF D5 IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES.
12.3 LIMITATION OF LIABILITY. EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE LESSER OF:
(i) AMOUNTS PAID TO YOU BY D5 IN THE 3 MONTHS PRECEDING THE CLAIM;
(ii) ACTUAL DIRECT DAMAGES CLAIMED.
12.4 EXCEPTIONS. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY ARISING FROM: (i) INDEMNIFICATION OBLIGATIONS; (ii) BREACH OF CONFIDENTIALITY; OR (iii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
13. INDEMNIFICATION
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS D5, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, REPRESENTATIVES, AND EMPLOYEES FROM ANY AND ALL CLAIMS, LAWSUITS, DEMANDS, LIABILITIES, DAMAGES, LOSSES, COURT COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES, EXPERT WITNESS FEES, AND RELATED LEGAL COSTS) ARISING FROM:
(i) YOUR BREACH OF THIS AGREEMENT;
(ii) YOUR PRODUCT AND RELEVANT MATERIALS; OR
(iii) TAX UNDERPAYMENTS, PENALTIES, OR INTEREST IMPOSED BY TAX AUTHORITIES.
14. Governing Law and Dispute Resolution
14.1 Governing Law and Forum. This Agreement is governed by the laws of Singapore, without regard to its conflict of law rules. The application of the Contracts (Rights of Third Parties) Act 2001 (No. 39 of 2001) and any subsequent revision or replacement thereof is expressly excluded insofar as this Agreement is concerned.
14.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement or the Product (including any question regarding its existence, validity, or termination) shall be resolved in accordance with the dispute resolution provisions set forth in the Terms of Service. By agreeing to this Agreement, you acknowledge and consent to the dispute resolution process described therein.
15. General
15.1 Force Majeure. Neither party will be liable for failure, obstacles, defects, delay or changes in performance to the extent caused by circumstances beyond its reasonable control, including:
(a) acts of God, natural disasters, governmental actions, executive, judicial and administrative orders, terrorism, riots, or war;
(b) maintenance of hardware or software related to the Software, or malfunctions due to various factors;
(c) failures due to public service or third parties, such as power supply failures, communication network failures.
15.2 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
15.3 Waiver. The failure of D5 to enforce any right or provision shall not constitute a waiver of future enforcement.
15.4 Assignment. You may not assign your rights or obligations under this Agreement without the prior written consent of D5. D5 may assign this Agreement, in whole or in part, without your consent, to any affiliate or successor in interest (including through merger, acquisition, or sale of assets). Any purported assignment in violation of this Section is void. This Agreement binds and benefits the parties and their respective permitted successors, assigns, and legal representatives.
15.5 Remedies. Unless expressly stated otherwise, all remedies under this Agreement are cumulative and not exclusive of any rights or remedies available at law, in equity, or otherwise. The parties acknowledge that breaches of specific provisions of this Agreement may cause irreparable harm to the non-breaching party, the extent of which may be difficult to quantify. Accordingly, the non-breaching party shall be entitled to seek injunctive relief (including temporary, preliminary, or permanent orders) without proof of actual damages or the posting of a bond, except where a bond is mandated by applicable law, in which case the bond shall not exceed $50,000. Such injunctive relief may be sought on an ex parte or expedited basis to prevent or halt any actual or threatened breach, in addition to any other remedies available under this Agreement.
15.6 No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement does not create any rights or benefits enforceable by any third party. No person or entity other than the parties to this Agreement shall have standing to enforce any term hereof or claim any right arising from this Agreement.