SimGenerator Commercial License

1. Definitions

1.1 "Account" means the SimGenerator account under which Content is obtained; "Paid Plan" means the Starter, Pro or Studio plan or any other paid plan we designate, and excludes the Free plan.

1.2 "Assets" means individual 3D objects, models or other discrete digital assets made available through the Service.

1.3 "Authorized Users" means (a) the Licensee's employees, and (b) individual contractors and consultants engaged by the Licensee, in each case working on the Licensee's own projects and bound by written obligations of confidentiality and use at least as protective of Content as this License.

1.4 "Content" means Library Content, Generated Content and Custom Content in any form, including USD layers and stages, meshes, textures, materials, physics and semantic metadata, thumbnails and accompanying documentation.

1.5 "Content Files" means the files in which Content is delivered, and any copy, conversion, extraction, flattening or modification of them that reproduces Content in a reusable form, including flattened or exported USD stages, exported meshes or textures, format conversions (for example to glTF, FBX, OBJ, URDF or MJCF) and Modifications.

1.6 "Custom Content" means hand-authored content that Imagine.io creates to the Licensee's specification under the Studio plan or as otherwise agreed in writing.

1.7 "Enterprise agreement" means a separate written agreement signed by Imagine.io and the Licensee that expressly identifies itself as an enterprise agreement and modifies this License.

1.8 "Environments" means digital scenes, settings or world layouts made available through the Service.

1.9 "Extended License" means additional rights granted under a signed agreement with Imagine.io (see the SimGenerator Extended License Addendum).

1.10 "Free plan" means the Service plan designated by Imagine.io as free and is not a Paid Plan.

1.11 "Generated Content" means Assets, Environments and other outputs produced by the Service's generation features at the Licensee's request while the Account is on a Paid Plan.

1.12 "Generated Content Files" means Content Files that embody or reproduce Generated Content.

1.13 "Inputs" means prompts, text, images, files and other material the Licensee submits to the Service's generation features.

1.14 "Library Components" means Library Content, parts, materials, textures, templates or other pre-existing Imagine.io material that Generated Content or Custom Content incorporates or is derived from.

1.15 "Library Content" means Assets, Environments and Materials in the SimGenerator library that the Licensee obtains by spending credits or paying fees under a Paid Plan, or by spending purchased credits while the Account is on the Free plan.

1.16 "Licensee" or "you" means the legal entity that holds the Account. If an individual accepts this License on behalf of an organization, the organization is the Licensee and the individual confirms they have authority to bind it. If an individual holds a Paid Plan for their own use or obtains Library Content using purchased credits while on the Free plan, that individual is the Licensee.

1.17 "Materials" means digital material definitions, shaders, textures or surface-property data made available through the Service.

1.18 "Modifications" means changes the Licensee makes to Content, including edits, combinations, retopology, rigging, re-texturing and format conversion. Original material the Licensee adds belongs to the Licensee, but Modifications as a whole are Content Files for the purposes of clause 4.

1.19 "Outputs" means results the Licensee produces by using Content that are not Content Files: renders, images, video, simulation traces and logs, sensor data, metrics, reports, and Trained Models.

1.20 "Reference" means an identifier, URL or URI that points to Content on Imagine.io's systems without containing Content Files; "Scene Composition" means the Licensee's own layer files, configuration, code and metadata that arrange Content by Reference together with the Licensee's own material.

1.21 "Standard Commercial License" means this License without the additional rights granted under an Extended License.

1.22 "Synthetic Dataset" means a collection of Outputs (for example RGB, depth, segmentation, normals, point clouds, sensor logs or trajectories) assembled for training, evaluating or benchmarking machine-learning models, whether or not labeled.

1.23 "Trained Models" means machine-learning models, policies, weights, embeddings and similar artifacts trained, fine-tuned, evaluated or validated using Content or Outputs.

2. License grant

2.1 Library Content. Subject to this License, Imagine.io grants the Licensee a perpetual (subject to clause 11), worldwide, non-exclusive, non-transferable (except under clause 13.1), royalty-free license to use, reproduce, modify, display and perform Library Content for the Permitted Uses in clause 3, including for commercial purposes.

2.2 Generated Content. Subject to this License, Imagine.io grants the Licensee the same license in Generated Content as in clause 2.1, except that it is exclusive as against third parties with respect to the specific Generated Content Files delivered to the Licensee, subject to Imagine.io's reserved uses, as described in clause 5. The Licensee's rights in any Library Components within Generated Content are those in clause 2.1.

2.3 Custom Content. Subject to this License, Imagine.io grants the Licensee the same license in Custom Content as in clause 2.2, on the terms in clause 6.

2.4 Nature of the grant. The licenses in this clause 2 are granted (a) under all copyright, database, design and other intellectual property rights that subsist in the Content in any jurisdiction, and (b) independently, as a contractual permission. The Licensee's obligations and the restrictions in clause 4 apply whether or not the Content, or any part of it, is protected by any intellectual property right in any jurisdiction. The Licensee acknowledges that the existence and scope of intellectual property in AI-generated content varies between jurisdictions and that Imagine.io gives no warranty as to registrability or enforceability of rights in Content.

2.5 Reservation. All rights not expressly granted are reserved. As between the parties, Imagine.io retains all right, title and interest in Content, Library Components, the Service, and its models, tools, techniques and know-how. No rights are granted in the Imagine.io or SimGenerator names, logos or trade marks.

2.6 Commercial use. Permitted Uses include commercial use, including internal research and development, product development, services performed for clients (subject to clause 4.3), and training and deploying Trained Models for commercial purposes.

3. Permitted Uses

The Licensee and its Authorized Users may:

(a) download, store, cache (including through USD asset resolvers) and back up Content Files on systems the Licensee controls, including cloud infrastructure and rendering or simulation farms operated for the Licensee;

(b) use Content in any simulator, engine, renderer or tool, and convert Content to other formats, for the Licensee's own use;

(c) modify Content and combine it with other content, subject to clause 4;

(d) run simulations and produce Outputs;

(e) train, fine-tune, evaluate and validate Trained Models using Content and Outputs, and use, deploy, reproduce, distribute, sell, license and publish Trained Models (including releasing them under open-source or open-weights licenses), provided that (i) the Trained Model complies with clause 4.2(f) and (ii) any open-source or open-weights release includes prominent notice that the model may not be used to reproduce, extract or substantially reconstruct Imagine.io Content;

(f) publish, distribute and commercially exploit Outputs other than Synthetic Datasets — including renders, images, video, demonstrations, marketing material, documentation, and figures and results in papers and presentations;

(g) create and use Synthetic Datasets for the Licensee's own purposes, including training the Licensee's Trained Models, and share them with Authorized Users;

(h) publish and distribute Scene Compositions that arrange Content by Reference (for example for research reproducibility, benchmarks, open-source projects or client review), provided that no Content Files are included and Imagine.io's asset identifiers and notices are preserved so that recipients can obtain the Content under their own license;

(i) share Content Files with Authorized Users for the Licensee's projects, and permit service providers to process Content Files under clause 4.4;

(j) display Content to prospective clients, partners and investors without transferring Content Files to them.

4. Restrictions

4.1 No redistribution. Except as expressly permitted in clause 3 or under an Extended License, the Licensee shall not, and shall not permit anyone to, sell, resell, rent, lease, lend, give, publish, upload, host, sublicense or otherwise distribute or make available Content Files to any third party, whether alone or as part of a bundle, product or service. Without limitation, the Licensee shall not:

(a) upload Content Files to any marketplace, asset store, public or shared repository (for example GitHub or Hugging Face), dataset host or file-sharing service;

(b) include Content Files in software, SDKs, templates, plug-ins, world or level editors, content-creation tools, datasets or products from which they can be accessed, exported or extracted;

(c) deliver Content Files to the Licensee's clients or customers in any form, other than as permitted by clause 4.3;

(d) distribute flattened or exported USD stages, exported meshes or textures, or any other conversion that contains Content.

4.2 Other restrictions. The Licensee shall not, and shall not permit anyone to:

(a) sublicense Content except to Authorized Users and service providers as permitted by this License;

(b) use Content to build, populate or contribute to an asset library, marketplace, generation service or dataset offering made available to third parties;

(c) use Content, Content Files or Outputs to train, fine-tune, evaluate or improve any model whose purpose or a principal capability is to generate 3D assets, environments, materials, textures or scenes, or that includes as a material feature the ability to generate any of the foregoing ("Generative 3D Models");

(d) distribute, sell, license, publish or otherwise make available Synthetic Datasets to third parties, except under an Extended License;

(e) remove, alter, obscure or circumvent license notices, asset identifiers, provenance or AI-generation metadata, watermarks or fingerprints in Content Files or Outputs;

(f) create, train or distribute any Trained Model or dataset that is designed to, or in practice does, reproduce, extract or substantially reconstruct Content or Content Files;

(g) use Content as or in a trade mark, logo or brand identifier, or in a way that states or implies endorsement by Imagine.io;

(h) use Content in violation of applicable law, or to depict real, identifiable individuals;

(i) circumvent access controls, credit accounting or usage limits, or scrape or bulk-download Content other than through the Service's intended features.

4.3 Clients. Where the Licensee performs services for a client, the Licensee may (a) work within the client's own SimGenerator Account as one of the client's Authorized Users, and/or (b) transfer Content Files to a client only if the client holds a Paid Plan whose license covers that Content, in which case the client's own license governs its use. Any other delivery of Content Files to a client requires an Extended License.

4.4 Service providers. The Licensee may permit hosting, cloud, storage, rendering and simulation providers to store and process Content Files solely on the Licensee's behalf and solely for the Licensee's Permitted Uses, provided such providers are bound by written obligations of confidentiality and use no less protective of Content than this License. The Licensee remains responsible for them.

4.5 Responsibility. The Licensee is responsible for the acts and omissions of its Authorized Users and service providers as if they were its own, and shall ensure that Authorized Users cease using and delete Content Files when they stop working on the Licensee's projects.

5. Generated Content

5.1 Ownership. As between Imagine.io and the Licensee, Imagine.io owns Generated Content and all intellectual property rights in it, to the extent any such rights subsist, and the Licensee receives the exclusive license in clause 2.2.

5.2 Exclusivity, confidentiality and Imagine.io's reserved uses. Imagine.io will not license, sell, publish, display or otherwise make the Licensee's Generated Content Files available to any third party, and will not add them to the SimGenerator library, any gallery or showcase, or any dataset made available to others. Imagine.io reserves the right to use the Licensee's Generated Content and the Inputs that produced it (a) to provide, secure, maintain and support the Service; (b) to train, fine-tune, validate, test and improve Imagine.io's own models, pipelines and the Service ("Model Improvement"), provided that Generated Content Files and Inputs are not disclosed to anyone other than Imagine.io's personnel and subprocessors bound by confidentiality, and are not themselves made available as content to other customers; (c) as required by law or legal process; (d) with the Licensee's written consent; and (e) in anonymized, aggregated statistics that do not disclose Content. Imagine.io will use commercially reasonable efforts to prevent its models from reproducing the Licensee's specific Generated Content Files for other customers. Model Improvement may be excluded only by a signed Enterprise agreement. The obligations in this clause are contractual obligations of Imagine.io and do not depend on any intellectual property right subsisting in the Generated Content; the reserved uses survive termination and the Licensee's deletion of Content from its Account.

5.3 No uniqueness. Generative systems can produce similar or identical outputs from similar Inputs. Exclusivity under clauses 2.2 and 5.2 attaches to the specific Generated Content Files produced for the Licensee, and not to any idea, concept, style, category, prompt or similar output. Imagine.io does not warrant that Generated Content is unique and is not restricted from generating similar content for other customers, including with models improved under clause 5.2(b).

5.4 Library Components. Generated Content may incorporate or derive from Library Components. Imagine.io retains all rights in Library Components, which are licensed to the Licensee on the non-exclusive terms of clause 2.1 and may appear in content generated for others.

5.5 Inputs. The Licensee retains its rights in Inputs and grants Imagine.io a perpetual, irrevocable, worldwide, royalty-free license to store, reproduce and process Inputs (a) to provide the Service and generate Content for the Licensee and (b) for Model Improvement under clause 5.2(b). The Licensee warrants that it has all rights necessary to submit its Inputs and to grant this license, and that Inputs (i) do not infringe any third party's rights, (ii) do not contain personal data of others without a lawful basis, and (iii) are not submitted in order to reproduce a third party's trade mark, trade dress, protected design or a real individual's likeness.

5.6 Confidentiality of Generated Content. Imagine.io will treat Inputs and Generated Content on a Paid Plan as the Licensee's confidential information, will not display them publicly, will use them only as permitted by clause 5.2, and will apply the security measures described in the Platform Terms.

5.7 Free-plan generations. Content generated while the Account was on the Free plan remains governed by the Free plan terms and does not become Generated Content under this License when the Licensee upgrades, unless the Service offers and the Licensee completes an upgrade of that item, in which case clauses 2.1 and 3 apply to it but clauses 2.2 and 5.2 (exclusivity) do not.

6. Custom Content (Studio plan)

6.1 Creation. Under the Studio plan, Imagine.io will create up to two items of Custom Content per month to the Licensee's reasonable written specification, subject to the scope, revision and acceptance process in the Platform Terms. Unused monthly entitlements do not roll over.

6.2 Rights. As between the parties, Imagine.io retains ownership of Custom Content and grants the Licensee the exclusive, perpetual license in clause 2.3. Imagine.io will not license, sell, publish or reuse the Licensee's Custom Content for anyone else, and will not use it for Model Improvement. Clauses 5.2(a) and (c)–(e) and 5.6 apply to Custom Content as if it were Generated Content.

6.3 Imagine.io's materials. Imagine.io retains all rights in its tools, techniques, workflows, generic components and know-how, and may use them to create content for others provided it does not use the Licensee's confidential information or specifications to do so. Library Components within Custom Content are licensed under clause 2.1.

6.4 Licensee's materials. The Licensee grants Imagine.io a license to use specifications, reference material and other items it supplies solely to create the Custom Content, warrants that it has the rights to supply them, and remains responsible for their content. Imagine.io will treat them as the Licensee's confidential information.

7. Term of licenses

7.1 The license to each item of Content begins when the Licensee obtains it under a Paid Plan or, for Library Content, using purchased credits while on the Free plan, and is perpetual, subject only to termination under clause 11. It survives expiry, cancellation, non-renewal or downgrade of the Paid Plan, and the Licensee's use of such Content after the Paid Plan ends remains subject to the terms and restrictions of this License.

7.2 After the Paid Plan ends, the Licensee may obtain new Library Content under this License using purchased credits, but may not obtain other new Content under this License. Imagine.io does not guarantee continued availability of Content for re-download, and the Licensee should keep its own backups.

7.3 Content obtained while the Account was on the Free plan remains governed by the Free plan terms, except Library Content obtained using purchased credits, which is governed by this License.

7.4 Updated versions of an item of Content that Imagine.io makes available to the Account are licensed on the same terms, and from the same date, as the original item.

8. Fees, credits and refunds

8.1 Fees, credits, credit expiry, top-ups and refunds are governed by the Platform Terms. Spending credits on Content is a non-refundable purchase of the license in this License except where the Platform Terms or applicable law provide otherwise.

8.2 If a payment for a Paid Plan or Content is reversed, refunded or charged back, the license to Content obtained with that payment terminates under clause 11.1(a).

9. Warranties and disclaimers

9.1 Imagine.io warrants that it has the right to grant the licenses in this License and, in respect of Library Content and Custom Content authored by Imagine.io, that, to Imagine.io's actual knowledge as of the date such Content is made available, such Content does not infringe any third party's copyright.

9.2 Disclaimer. Except as stated in clause 9.1, Content, Outputs and the Service are provided "as is". Imagine.io disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, dimensional or material fidelity, physical or physics accuracy, and compatibility with any simulator, engine or version. Validation results published for Content apply only to the profile and version tested and are not a certification. Imagine.io does not warrant that Content is protected by intellectual property rights or that exclusivity under clause 5 is enforceable against third parties.

9.3 Physical-world use. The Licensee acknowledges that Content is used to train and test systems that may operate in the physical world. The Licensee is solely responsible for validating Trained Models and any system that uses them, for sim-to-real transfer, for compliance with applicable safety standards and laws, and for the behavior of any robot, vehicle or other system. Content is not designed, tested or certified for safety-critical applications, and simulation using Content is not a substitute for real-world testing. Imagine.io disclaims all liability for any loss, damage or injury arising from the use of Content or Trained Models in physical-world applications. The Licensee shall not represent to anyone that Imagine.io has validated or certified any system.

9.4 Depictions. Content may depict generic or real-world objects, places and products. Imagine.io grants no rights in any third party's trade marks, trade dress, designs, likenesses or other rights that may be implicated by a depiction, and the Licensee is responsible for any clearance its own use of Outputs requires.

10. Indemnities and limitation of liability

10.1 By the Licensee. The Licensee shall defend and indemnify Imagine.io against claims, losses and expenses arising from (a) Inputs, Modifications, Outputs and Trained Models created by or on behalf of the Licensee; (b) the Licensee's or its Authorized Users' breach of this License; (c) the use, deployment or operation of any system trained, tested or developed using Content, including any physical harm or property damage; and (d) the Licensee's services to its clients. The Licensee's obligations under this clause 10.1 are not subject to the liability cap in clause 10.4, which applies solely to Imagine.io's liability.

10.2 By Imagine.io. Imagine.io does not provide any indemnity under the Standard Commercial License. Enterprise customers may negotiate a capped intellectual-property indemnity under the Extended License.

10.3 Exclusions. To the extent permitted by law, neither party is liable for indirect, consequential, special or punitive loss, loss of profit, revenue, data or goodwill, or for the cost of substitute goods or services; provided, however, that this exclusion shall not apply to the Licensee's breach of clause 4 or clause 12.1, or to the Licensee's indemnification obligations under clause 10.1.

10.4 Cap. To the extent permitted by law, Imagine.io's total liability arising out of or relating to this License and the Content in any twelve-month period shall not exceed the greater of the fees the Licensee paid for the Paid Plan in that period and USD 1,000.

10.5 Carve-outs. Nothing in this License excludes or limits liability that cannot be excluded or limited under applicable law, including for fraud, or for death or personal injury caused by negligence where such exclusion is not permitted.

11. Termination

11.1 Imagine.io may terminate the license to the affected Content, or to all Content obtained under the Account, by written notice if: (a) a payment for the Paid Plan or the Content is reversed, refunded or charged back; (b) the Licensee materially breaches this License and does not cure the breach within 30 days of notice; (c) the Licensee breaches clause 4.1, 4.2(b), 4.2(c), 4.2(d) or 4.2(f), in which case no cure period applies; or (d) the Licensee becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or similar proceedings, in each case to the extent permitted by applicable law.

11.2 Effect. On termination the Licensee shall stop using the affected Content Files, delete them from all systems (including Authorized Users' and service providers' systems) and confirm deletion in writing on request. Unless termination was under clause 11.1(c) for breach of clause 4.1, 4.2(b), 4.2(c) or 4.2(f), the Licensee may continue to use and distribute Trained Models trained before termination, and Outputs already published, in compliance with this License; products already delivered to the Licensee's customers that contain Outputs are not affected.

11.3 Survival. Clauses 1, 2.4, 2.5, 4, 5.2–5.5, 6.2–6.3, 9, 10, 11.2, 12 and 13 survive termination or expiry.

11.4 Good-faith remedy. If the Licensee promptly self-reports an inadvertent breach and cooperates in remedying it, Imagine.io may, in its sole discretion, offer a remedy short of termination. Nothing in this clause limits Imagine.io's right to terminate under clause 11.1.

12. Confidentiality, protection, audit and enforcement

12.1 Confidentiality of Content Files. The Licensee shall treat Content Files as Imagine.io's confidential information, shall use reasonable technical and organizational measures to prevent unauthorized access to or extraction of Content Files, and shall notify Imagine.io promptly of any unauthorized disclosure it becomes aware of.

12.2 Fingerprinting and metadata. The Licensee acknowledges that Imagine.io may embed account-specific identifiers, watermarks, license notices and provenance or AI-generation metadata in Content Files and Generated Content, and agrees not to remove, alter or circumvent them (clause 4.2(e)). Where technically feasible, the Licensee shall preserve provenance and AI-generation metadata in Outputs and comply with transparency laws applicable to its own use of Outputs.

12.3 Records and audit. The Licensee shall keep reasonable records of where Content Files are stored and who has access. No more than once in any twelve-month period, and on 30 days' written notice, Imagine.io may ask the Licensee to certify compliance and to provide reasonable supporting information, subject to confidentiality. Where Imagine.io has reasonable grounds to suspect a breach of clause 4, Imagine.io may engage an independent auditor, at Imagine.io's expense, to conduct a remote audit of the Licensee's compliance, subject to reasonable confidentiality protections.

12.4 Equitable relief. The Licensee acknowledges that breach of clause 4 or 12.1 would cause irreparable harm for which damages are an inadequate remedy, and that Imagine.io shall be entitled to seek injunctive or other equitable relief in addition to any other remedy, without the necessity of proving actual damages or posting any bond or other security.

12.5 Export and sanctions. Each party shall comply with export-control and sanctions laws applicable to it in connection with this License.

13. General

13.1 Assignment. The Licensee may not assign or transfer this License or any Content license without Imagine.io's written consent, except to a successor to all or substantially all of the business to which the Content relates, on at least 30 days' prior written notice, provided the successor assumes this License and is not a direct competitor of Imagine.io. Imagine.io may assign this License to an affiliate or successor on written notice to the Licensee.

13.2 Changes. Imagine.io may publish new versions of this License. A new version applies to Content obtained after it takes effect. Content already obtained remains governed by the version in force when it was obtained, unless the Licensee agrees otherwise or a change is required by law.

13.3 Order of precedence. In case of conflict: a signed Enterprise agreement prevails over a SimGenerator Extended License Addendum, which prevails over this License, which prevails over the Platform Terms in respect of Content.

13.4 Severability and fallback. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and the remainder shall continue. If any grant of intellectual property rights is ineffective because no such right subsists, the contractual permissions, restrictions, payment and confidentiality obligations in this License continue to apply.

13.5 Notices. Notices to Imagine.io: legal@imagine.io. Notices to the Licensee: the Account email.

13.6 Governing law and forum. This License is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Austin, Texas, for any dispute arising out of or relating to this License.

13.7 Entire agreement; waiver; relationship. This License, the Platform Terms and any Extended License or Enterprise agreement form the entire agreement regarding Content. No failure to enforce is a waiver. The parties are independent contractors.

13.8 Language. This License is in English; translations are for convenience only.