This D5 Works License Agreement (the" Agreement ") governs your access to, and use of the works and digital materials (the " Product ") made available on d5works.com ("D5 Works") and other connected pages operated by Dimension 5 PTE. LTD. ("D5"). By using the Product, you ("User", "you" or "your") enter into this legally binding agreement with the owner or licensor of Products ("Creator"), who grants you a license to use the Product under the terms outlined herein.
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 material made available on D5 Works, including but not limited to models, image files, video files, project files, electronic documents, text, or codes and any other information offered by the Creator to the potential Buyers for purchase or free download.
1.2 "User" means the individual or legal person that has acquired the rights to use the Product under this Agreement.
1.3 "Creator" 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.
1.4 "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) downloading Products on your devices, and (ii) using Products in D5 library, by purchasing it at a price of greater than $0 or at no cost.
1.6 "Seat" means the number of authorized User permitted to access or use the Product under a license.
1.7 "Single Seat" means the User will be granted only one Seat per license, that is to say, either (i) one individual User or (ii) one designated individual User on behalf of a legal person will have access to the Product. A Seat may not be shared among multiple Users.
1.8 "Invoice" means the electronic invoice issued by the Creator following the completion of Transaction. This document details the terms governing the Transaction for a Product and is formally incorporated into this Agreement. For clarity, any reference to this Agreement shall be deemed to include the Invoice.
2. License
The Product will be available under different license tiers ("License Tier") with different scopes of permitted purposes. Subject to the terms and conditions of this Agreement, the Creator grants you:
(1) Free License: subject to your compliance with the terms of this Agreement, the Creator grants you a non-exclusive, non-sublicensable, non-transferable, royalty-free, worldwide, irrevocable and Single Seat license to use those Product uploaded by Creator, for personal and non-commercial purpose, following your completion of Transaction at no cost.
(2) Standard License: subject to your compliance with the terms of this Agreement. a non-exclusive, non-sublicensable, non-transferable, royalty-free, worldwide, irrevocable and Single Seat license to use those Product uploaded by Creator for sale, for commercial purpose, following your payment of any applicable license fee indicated at a price of greater than $0.
For clarity, (1) you may further contact D5 or the Creator online to obtain a customized license if the above License Tiers cannot match your requirements. (2) you may not use the Product for machine learning or training of neural network models, including generative AI models, unless expressly permitted by the Creator.
All licenses shall be terminated automatically and immediately without any notice if you breach this Agreement.
Certain Products may incorporate third party copyrighted or trademarked images, logos, brand names, etc., and may require additional license, permissions, releases or clearance for use. In such case, Creator represents and warrants that it has obtained sufficient and proper authorization from all relevant third parties to fulfill this Agreement.
3. Conditions of Use
You may only use the Product under a License Tier in accordance with the terms of this Agreement. You agree not to:
(a) sublicense, sell, assign, transfer, or attempt to transfer any rights granted under this Agreement;
(b) distribute, license, or make the Product available as a standalone file (or collection of files) in any manner that permits third parties to extract, access, or use it independently;
(c) distribute derivative works if (i) they lack sufficient originality to qualify as distinct works/creations or (ii) their primary value derives directly from the Product itself;
(d) infringe third-party Intellectual Property rights or violate applicable laws, regulations, or industry standards in connection with your use of the Product;
(e) use the Product in connection with pornographic, defamatory, or unlawful content, whether through direct incorporation or contextual association
(f) promote gambling, weapons, or explosives or any other content prohibited by applicable law, or promote alcoholic beverages, tobacco products for illegal purposes with the Product, directly or indirectly;
(g) incorporate the Product into logos, trademarks, service marks, corporate names, or other branding identifiers;
(h) facilitate third-party access to the Product as a downloadable or extractable standalone file;
(i) misrepresent yourself as the original creator of the Product or a work that relies substantially on the Product's artistic elements; or
(j) reverse engineer, decompile, disassemble, hack, port, or otherwise attempt to discover the source code of the Product.
4. Intellectual Property Rights
4.1 Ownership of the Product. The Creator retains all Intellectual Property rights, title, and interest in and to the Product. Nothing in this Agreement transfers ownership or Intellectual Property rights of the Product to the User, expressly or impliedly. For avoidance of doubt, some of the Product may be uploaded and provided by D5. In such case, D5 shall be regarded as the Creator.
4.2 Notice of Violations. The User shall promptly notify both the Creator and D5 upon becoming aware of, or having reasonable suspicion of, any unauthorized use of the Product (in whole or in part) by third parties who gained access through the User. This obligation extends to any acts that infringe the Intellectual Property rights of the Creator or third parties, or that violate applicable law.
5. Release
Unless the Creator provides written confirmation that a release has been obtained for specific Product (and such confirmation expressly outlines the scope of authorized uses under that release), the Creator grants no rights or warranties regarding the use of:
(i) names, likenesses, or identities of persons;
(ii) trademarks, trade dress, or logos; or
(iii) copyrighted or protected audio, designs, artworks, architectural works, or other Intellectual Property...
The Licensee assumes sole responsibility to determine whether releases, consents, or authorizations are required for its intended use of the Product and to obtain all such releases, consents, or authorizations prior to use.
6. Payment and Refund
6.1 Payment. Upon completion of a Transaction and payment (if any), you will be granted a license to the Product by the Creator. License rights are conditioned on receipt of payment unless the Product is designated as free. All license rights shall automatically terminate without additional notice if the sale reversal occurs for any reason. All license fees exclude applicable sales, use, withholding, and other transactional taxes. The User assumes sole responsibility for payment of such taxes to the relevant authorities.
6.2 Refund. Refunds for Products purchased on D5 Works may be granted in the following situations:
(1) within 14 days of purchase, provided the Product has not been downloaded;
(2) if the Product materially differs from its description/preview on D5 Works; or
(3) if the Creator approves a refund due to technical issues or other legitimate concerns that prevent proper use of the Product;
(4) if D5, in its sole judgment, determines a refund is justified under the circumstances.
To request a refund, please submit your request through here or contact us via the details in the "Contact Us" section in the Terms of Service. If your refund is related to a Product issue, D5 will assist you in addressing the concern with the Creator.
7. DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY LAW, THE PRODUCT IS PROVIDED BY THE CREATOR ON AN "AS IS" AND "WITH ALL FAULTS" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. D5 MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING CREATOR'S RIGHT OR AUTHORITY TO GRANT ANY RIGHTS IN OR TO ANY PRODUCT OR USER'S RIGHT OR AUTHORITY TO USE A PRODUCT HEREUNDER.
TO THE FULLEST EXTENT PERMITTED BY LAW, D5 AND CREATOR HEREBY DISCLAIM, AND YOU AGREE TO WAIVE, ALL EXPRESS, IMPLIED, STATUTORY, ORAL, OR WRITTEN WARRANTIES OR DUTIES, INCLUDING BUT NOT LIMITED TO: (I) IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR PURPOSE; (II) WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; AND (III) WARRANTIES OF REASONABLE CARE, WORKMANLIKE EFFORT, LACK OF NEGLIGENCE, OR FREEDOM FROM VIRUSES.
The User assumes full responsibility to inspect all Product(s) (whether digital or otherwise) for potential defects prior to download or usage.
8. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL D5, CREATOR, OR THEIR AFFILIATES BE LIABLE TO USER OR ANY THIRD PARTY FOR: (I) PUNITIVE, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR SIMILAR DAMAGES (INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION); (II) DAMAGES ARISING FROM USER'S MODIFICATIONS TO THE PRODUCTS OR THE CONTEXT IN WHICH THEY ARE USED; OR (III) ANY CLAIMS EXCEEDING THE TOTAL FEES PAID BY USER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
TO FURTHER CLARIFY, THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE LIABILITY ARISE OUT OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF D5 OR CREATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND THE EXCLUSION REMAINS ENFORCEABLE EVEN IF ANY REMEDY UNDER THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
9. INDEMNIFICATION
The User agrees to shall defend, indemnify, and hold harmless the Creator, 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) User's use of rights granted under this Agreement; (ii) any breach of this Agreement by User; (iii) User's failure to secure required releases, consents, or authorizations for its use of the Product; or (iv) the User's negligent acts or intentional misconduct.
If applicable law prohibits User from assuming the indemnification obligations above, the User shall bear, to the fullest extent permitted by law, all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' and expert witness fees) arising from claims, suits, or actions that would otherwise fall under the indemnification obligations described in this section.
10. Unauthorized Use and Termination
Any unauthorized use of the Product—defined as use not expressly permitted under this Agreement—constitutes a material breach of this Agreement and an infringement of the Creator's Intellectual Property rights, entitling the Creator to pursue all available legal remedies under applicable laws. The User shall indemnify the Creator for all damages (including third-party claims) arising from such infringement. Without limiting other remedies under this Agreement, the User agrees to pay the Creator, as a contractual remedy, a fee of up to [2] times the total fees paid for the Product involved in the unauthorized use.
The Creator may terminate this Agreement immediately if the User: (i) entered into this Agreement after receiving prior notice of unauthorized use of the Product; (ii) provided inaccurate or incomplete information regarding its intended use of the Product; (iii) failed to complete the payment by the due date; or (iv) materially breached any term of this Agreement.
Upon termination, the User must immediately: (i) cease all use of the Product; and (ii) destroy or, at the Creator's request, return all copies of the Product. If termination results from the User's breach, the User must also cease use of and destroy or return any derivative works incorporating the Product.
11. Governing Law and Dispute Resolution
11.1 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.
11.2 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.
12. Withdrawal
If the Creator provides notice, or if the User becomes aware, that the Product may infringe, misappropriate, or otherwise violate a third party's rights (including Intellectual Property rights), the User shall promptly, at its own expense:
(i) cease all use of the Product, including any derivative works, products, or content incorporating the Product; and
(ii) permanently erase the Product from all systems, storage (electronic or physical), and premises, and remove it from any publicly accessible platforms or works.
13. D5's Role
13.1 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 [use Products to your library or download Products on your devices] either by purchasing it or claiming it at no cost. Each instance of adding Products to your library or downloading Products constitutes a "Transaction." 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.
13.2 Contract and Contracting Parties. By completing a Transaction, you enter into (or reaffirm) a binding agreement with each applicable Creator, accepting the terms of this Agreement as they pertain to the license granted for that Transaction. This establishes a direct contractual relationship between you and every Creator whose Product(s) you obtain.
14. MISCELLANEOUS
14.1 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.
14.2 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
14.3 Waiver. The failure of Creator or D5 to enforce any right or provision shall not constitute a waiver of future enforcement.
14.4 Audits. You to supply the Creator or D5, upon reasonable request, with sample copies of usage or the derivative works that incorporate the Product. This includes providing complimentary access to any paywalled, restricted, or password-protected platforms or websites where such usage or the derivative works are publicly displayed or stored.
Additionally, Creator or D5 reserves the right, upon prior written notice, to inspect and review the User's records directly related to its use of the Product or derivative works to verify compliance with this Agreement. Such inspections may be conducted by Creator, D5, or a designated third-party auditor. If an audit reveals material noncompliance with this Agreement, the User shall reimburse Creator or D5 for the reasonable costs of the audit, in addition to any other remedies available under this Agreement or applicable law.
If Creator or D5 has a good-faith basis to believe the Product is used beyond the scope of the License Tier, the User shall promptly furnish a written certificate of compliance. This certificate must be signed by an authorized officer of the User and in a format specified by Creator or D5, confirming adherence to the terms of this Agreement.
14.5 Assignment. The Creator may assign this Agreement without prior notice to the User. The User may not assign this Agreement or any rights hereunder without Creator's prior written consent, which may be withheld, conditioned, or delayed in Creator's sole discretion and without obligation to act reasonably. This Agreement binds and benefits the parties, their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
14.6 Electronic Storage. For all Products provided in electronic form, the User must preserve all copyright notices, licensor attribution, identification numbers, and metadata embedded within the original files. The User may not reproduce additional high-resolution copies of the Product except for one (1) backup copy retained solely for archival or disaster recovery purposes. The User shall implement robust security measures, including firewalls and access controls, to prevent unauthorized third-party access to, or distribution of, the Product.