Cybever 3D-EnGen Commercial Licensing Terms

Last Updated: February 24, 2025

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This Cybever 3D-EnGen Commercial Licensing Agreement (the "Agreement") is entered into between Cybever, Inc. ("Cybever," "we," "us," or "our") and the individual or entity ("Licensee," "you," or "your") that accepts this Agreement by clicking "Agree" or otherwise accessing or using the 3D-EnGen software (the "Software"). This Agreement governs your access to and use of the Software.

THIS AGREEMENT GOVERN THE USE OF THE SERVICES AND APPLY TO ALL USERS VISITING THE SITE AND/OR USING THE PLATFORM. BY ACCESSING OR USING THE SITE IN ANY WAY, USING THE SERVICES, COLLABORATING ON A PROJECT ON THE SERVICES, CLICKING ON THE “I ACCEPT” BUTTON (OR SIMILAR), OR REGISTERING FOR AN ACCOUNT, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH INVOKE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THIS AGREEMENT. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE SITE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICES.

By entering into this Agreement or access or using the Software, you (i) acknowledge that you have read and understand this Agreement; (ii) represent and warrant that you have the right, power, and authority to enter into this Agreement; and (iii) if entering into this agreement for an entity, that you have the legal authority to bind said entity to these terms.

1. GRANT OF LICENSE

1.1 Grant of License

Subject to full compliance with this Agreement, Cybever grants Licensee a limited, non-exclusive, non-transferable, revocable license to use the Software for business purposes. Licensee is permitted to use the Software to create, modify, and export 3D environments (“Content”) for commercial use within broader projects such as games, films, architectural visualizations, simulations, and training environments.

1.2 Permitted Commercial Use

Licensee may (i) incorporate 3D environments generated using the Software into larger projects for distribution, commercialization, and monetization subject to the conditions outlined in 4.2 Licensee Ownership; (ii) use the Software within an internal pipeline to generate Content for proprietary projects; and (iii) use the Software for contract work, provided that the Licensee is the principal creator.

CYBEVER GIVES NO RIGHTS OR WARRANTIES WITH REGARD TO THE USE OF ANY OBJECTS, NAMES, TRADEMARKS, SERVICE MARKS, OR WORKS OF AUTHORSHIP DEPICTED IN ANY CONTENT AND LICENSEE IS SOLELY RESPONSIBLE FOR SEPARATELY OBTAINING ALL SUCH NECESSARY RIGHTS OR CONSENTS THAT MAY BE REQUIRED FOR ANY PARTICULAR USE OF ASSETS, NAMES, TRADEMARKS, SERVICE MARKS OR WORKS OF AUTHORSHIP.

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The Content is for use solely by Licensee and not by any other individual or entity. All individuals or entities must obtain their own license to use the Content.

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Additional rights and/or restrictions related to specific products may apply. Some products may have additional rights and/or restrictions beyond what is outlined in this Agreement. These additional rights/restrictions, which the Licensee is subject to, will be outlined on the products’ page in the Software.

1.3 Prohibited Use

Licensee may not (i) resell, sublicense, or distribute any 3D assets generated with or downloaded within the Software as stand-alone stock content, templates, or digital assets intended for third-party use; (ii) reverse engineer, decompile, disassemble, or attempt to extract the source code or underlying algorithms of the Software, (iii) train, refine, or enhance any AI model using data, assets, or outputs generated by the Software without prior written consent from Cybever; (iv) use the Software for any purpose that violates applicable laws or regulations; or (v) share access to the Software, meaning that each license is tied to a specific person and, for clarity, may not be shared with other persons, AI, or similar mechanisms

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2. TRIAL PERIOD, LICENSE FEES, AND PAYMENT TERMS

2.1 Trial Period. Upon execution of this Agreement, Licensee will have a 90-day trial period (“Trial Period”) during which Licensee may access and use the Software prior to paying any fees. For avoidance of doubt, Licensee may terminate this Agreement at any time during the Trial Period with no fees or penalties by following the cancellation process provided within the Software.

2.2 License Plan. Upon accepting the terms of this Agreement, Licensee shall be prompted to select a license subscription plan of Annual, Monthly, or Enterprise (each a “Plan”) as further described below and in Section 2.3.

Annual Plan means the contiguous 12-month period starting at the end of the Trial Period and auto-renewing for additional 12-month periods until terminated or changed to another Plan.
Monthly Plan means the calendar month, or portion thereof, beginning at the end of the Trial Period and auto-renewing on the 1st of each following calendar month until terminated or changed to another plan.
Enterprise Plan means a bespoke Plan negotiated between Licensee and Cybever starting on a date mutually agreed upon by the Parties and memorialized in an amendment to this Agreement or separate Agreement.

2.3 License Fees. Licensee agrees to pay the license fee (“License Fee”) for Licensee’s selected plan as further described below.

Early Access Promotion. For all Licensees agreeing to the terms of this Agreement before March 3, 2025 (“Early Access Period”), payments for Annual Plan and Monthly Plan will start on June 1, 2025. For avoidance of doubt, Licensee is still agreeing to this commercial Agreement once Licensee’s Trial Period expires, however payments for Monthly Plan and Annual Plan begin on June 1, 2025.
Annual Plan License Fee. Licensee shall pay USD $500 per user, due on the first day of each such 12-month period beginning on the later of the first day after the Trial Period or June 1, 2025.
Monthly Plan License Fee. Licensee shall pay USD $60 per user per month, due on the first day of each calendar month on the later of the first day after the Trial Period on June 1, 2025. For the avoidance of doubt, if the first day after the Trial Period is later than the 1st of the calendar month, the License Fee for that calendar month will be pro-rated for that month.
Enterprise License Fee. For an Enterprise License, pricing is determined on a case-by-case basis, considering factors such as number of seats and specific use-case requirements; Licensee is directed to our Enterprise License page to enter details and schedule a discussion to obtain a custom quote.

2.4 Promotional Codes. At its sole discretion, Cybever may provide a non-transferrable, promotional code (“Promo Code”) to certain Licensees to offset the License Fees for Licensee. Licensee must present said Promo Code to Cybever prior to payment. For clarity, any such Promo Code is provided as a one-time use only and is not applicable going forward. For clarity, Promo Codes used within the Trial Period will be applied to the selected Plan commencing at the later of the first day after the Trial Period or June 1, 2025.

2.5 Plan Upgrade/Downgrade. Licensee may modify their Plan as follows: (i) a Monthly Plan may be upgraded to an Annual Plan, with the new terms taking effect at the end of the currently paid calendar month; and (ii) an Annual Plan may be downgraded to a Monthly Plan, with the change taking effect at the end of the current Annual Plan period. In both cases, no refunds shall be provided for any remaining prepaid period.

2.6 Payment Terms, Credit Card, and Related.

For payment processing, renewal reminders, and related services, Cybever may employ a 3rd party financial services provider, such as Stripe, Inc., (“Payment Processor”).

2.6.1 Credit Card or Valid Payment Method. Licensee agrees to provide and maintain a valid credit card or other valid payment method on file with Cybever’s Payment Processor for automatic billing at the start of each Plan period. License Fees will be automatically charged to the designated credit card or other valid payment method on the renewal date. In the event that the automatic charge is unsuccessful, Licensee will be notified and an invoice will be issued; payment for the outstanding balance will then be due within fifteen (15) days from the invoice date. Failure to update the payment information and/or settle the balance within this period may result in suspension or termination of Licensee’s access to the Software. Cybever reserves the right to charge a late fee of 1.5% per month on any outstanding balance. In addition, Licensee agrees to pay all costs, expenses, and attorney's fees incurred by Cybever in the collection of any overdue amounts and applicable taxes, regardless of whether such collection is pursued through litigation or arbitration.

2.6.2 Email Notifications. Cybever or Payment Processor will send Licensee email notifications for key events including successful subscription activation, payment receipts, subscription renewal confirmations, and billing cycle details. These notifications will include the account number, billing cycle dates, and customer service contact information to support Licensee’s record-keeping, reimbursement, and tax deduction requirements.

2.6.3 Cancellation Policy. Upon activating the Software, Licensee agrees to forgo any right to a refund and expressly waives any cooling-off period. In the event of early termination of the Services due to Licensee’s breach, Licensee shall not be entitled to a refund of any prepaid fees. For Monthly Plans, no refunds will be provided for partial months. Upon cancellation, the subscription renewal will be deactivated, but Licensee will retain access to the Software for the remainder of the current billing cycle or subscription period.

3. DATA COLLECTION AND PRIVACY

3.1 Data Collection. The Software may collect non-personal usage statistics and analytics to improve performance and Licensee experience.

3.2 Data Ownership. Licensee retains ownership of all proprietary Customer Data (inputs and outputs) generated using the Software. Cybever retains ownership of all underlying AI models, proprietary algorithms, and Software components. Aggregated and anonymized data may be used by Cybever for improving services without identifying individual Licensees. Licensee may not use outputs from the Software to train or fine-tune AI models without explicit written consent. Cybever reserves the right to reject AI-generated submissions that were trained on its Software outputs.

3.3 Privacy Policy. By using the Software, Licensee acknowledges and agrees to the terms of Cybever’s Privacy Policy, available at https://www.cybever.ai/privacypolicy.

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4. INTELLECTUAL PROPERTY AND FEEDBACK

4.1 Ownership. Cybever retains all intellectual property rights in the Software, including all updates, modifications, and enhancements.

4.2 Licensee Ownership. Licensee owns all 3D environments, scenes, and other content they create using the Software, subject to the following conditions: (i) LICENSEE MAY FREELY DISTRIBUTE, SELL, OR COMMERCIALIZE ANY CONTENT THEY CREATE USING THE SOFTWARE, AS LONG AS THEY ADHERE TO ANY APPLICABLE 3D ASSET LICENSES PRESENTED AT THE TIME OF DOWNLOADING THE SCENE FROM THE SOFTWARE; (ii) IF AND WHEN A DOWNLOADED SCENE OR ASSET CONTAINS THIRD-PARTY CONTENT WITH SEPARATE LICENSING TERMS, LICENSEE MUST COMPLY WITH THOSE TERMS WHEN DISTRIBUTING THEIR WORK; AND (iii) THIS PROVISION DOES NOT GRANT LICENSEE ANY RIGHTS TO DISTRIBUTE CYBEVER’S PROPRIETARY SOFTWARE, ALGORITHMS, OR UNDERLYING ASSETS OUTSIDE OF THE PERMITTED USES.

4.2 Feedback. Any suggestions, improvements, or feedback provided by Licensee regarding the Software may be used by Cybever without obligation. By providing feedback, Licensee grants Cybever a perpetual, irrevocable, royalty-free license to use, modify, and incorporate such feedback into its products and services.

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5. CLIENT SUPPORT

5.1 Support Scope. Cybever provides the Licensee with support by the email support@cybever.ai regarding Licensee’s enquiries in connection with use of the Services. Such support is provided on weekdays (excluding American public holidays) during Cybever’ ordinary office hours and to the reasonable extent decided upon from time to time in detail by Cybever.

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6. TERM AND TERMINATION
6.1 Term. This Agreement shall commence upon acceptance of these terms (e.g. by clicking Agree or accessing and using the Software) and shall remain in effect for one (1) year, automatically renewing for additional one-year terms unless terminated or modified in written agreement.

6.2 Termination. Termination (also known as cancellation) of this Agreement may be done (i) by Licensee for convenience by following the cancellation process provided within the Software; (ii) by Cybever for convenience with thirty (30) day written notice (email to suffice) to Licensee; or (iii) by Cybever immediately if Licensee breaches any provision herein, subject to a cure period where applicable..

6.3 Effect of Termination. Upon termination or cancellation of this Agreement (i) by Licensee for convenience, Licensee will retain access to the Software until the end of the current billing cycle or subscription period, after which Licensee shall immediately discontinue use of the Software; (ii) by Cybever for convenience, Licensee will retain access to the Software for thirty (30) days from the date of the written notice (email to suffice), after which Licensee shall immediately discontinue use of the Software; or (iii) by Cybever for breach, Licensee shall immediately discontinue use of the Software, subject to terms of a cure period where applicable. In all instances, after thirty (30) days following termination of this Agreement, Cybever may permanently delete Licensee’s Customer Data from the Software and related systems, unless otherwise required by applicable law. Notwithstanding the foregoing and for the avoidance of doubt, Cybever shall not be obligated to delete, destroy, or disable any modifications or improvements to the Software or any other related products resulting from the Licensee’s use of the Software.

6.4 Survival. This Section 6.4, Sections 2, 3.1, 3.2, 4, 7, 8, 9, and 11, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive termination.

7. LIABILITY AND DISCLAIMERS
7.1 Limitation of Liability. Cybever’s total liability under this Agreement shall not exceed the License Fees paid by Licensee in the twelve (12) months preceding the claim. Cybever shall not be liable for any indirect, incidental, or consequential damages.

7.2 No Warranty. The Software is provided "as is" without warranties of any kind. Cybever disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

7.3 Maintenance and Outages. Licensee acknowledges and agrees that the Software may be temporarily unavailable due to scheduled or unscheduled maintenance, system updates, or disruptions. Such interruptions shall not be deemed a breach of this Agreement by Cybever, and Cybever shall not be liable for any losses, damages, or delays resulting from these interruptions.Additionally, Cybever shall not be liable for any service outages resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, power outages, or third-party network failures.

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8. CONFIDENTIALITY
8.1 Confidential Information. For purposes of these Terms, the term “Confidential Information” means any information disclosed by Cybever to Licensee, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, concerning the business, operations and assets of Cybever provided to Licensee, includes the Services, hardware, and customer data, and any information relating thereto.

Licensee understands that Cybever has disclosed or may disclose Confidential Information relating to the Cybever’s business under these Terms. Licensee agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use or divulge to any third person any such Confidential Information, in each case except as expressly permitted by the Privacy Policy. Cybever agrees that the foregoing obligations will not apply with respect to Confidential Information after five (5) years following the disclosure, or any Confidential Information that Licensee can document (i) is or becomes generally available to the public by Cybever or a third party not bound by a confidentiality obligation; (ii) was in Licensee’s possession or known by its prior to receipt from the Cybever; (iii) was rightfully disclosed to Cybever by a third party not bound by a confidentiality obligation; or (iv) was independently developed without use of any Confidential Information of the Cybever as demonstrated by Licensee’s written records.

Licensee agrees to maintain the confidentiality of any proprietary or non-public information disclosed by Cybever. Any unauthorized disclosure shall constitute a material breach of this Agreement.

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9. GOVERNING LAW AND DISPUTE RESOLUTION
9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA.

9.2 Dispute Resolution. Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in Sunnyvale, California, except for claims related to intellectual property rights, which may be brought in court.

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10. RENDERING USAGE, MONITORING, AND POTENTIAL CHARGES

10.1 Usage Monitoring. Cybever reserves the right to monitor Licensee’s use of the Software, including but not limited to rendering activity, processing demands, and system utilization, to ensure compliance with this agreement and to access system performance.

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10.2 Rendering Limits. While no specific rendering limits are currently imposed, Licensee acknowledges that Cybever may introduce reasonable limitations on rendering usage in the future to maintain fair access and system stability. Any such limitations will be communicated to the Licensee with prior notice.

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10.3 Potential Rendering Charges. Cybever may, at its discretion, implement rendering-related charges based on usage levels, computational demand, or premium features. If rendering charges are introduced, Cybever will provide Licensee with prior notice, including details regarding pricing, limits, and any applicable usage thresholds.

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10.4 Fair Use Policy. Licensee agrees not to engage in account sharing or excessive, abusive, or automated rendering activities that may disrupt system performance or negatively impact other users. Cybever reserves the right to temporarily suspend or limit access to rendering resources if such activities are detected.

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11. MISCELLANEOUS
11.1 Independent Contractors. This Agreement does not create a joint venture or employment relationship.

11.2 Amendments. Cybever reserves the right to update this Agreement with reasonable notice to Licensee. Continued use of the Software after any amendments constitutes acceptance of the revised terms.

11.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

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