LICENSE AGREEMENT FOR PERSONAL USE OF DIGITAL GOODS
Licensee - Individual
Number of Users (or Seats) - Single User
Commercial Use - Not Permitted
Non-Commercial (Personal) Use - Permitted
This License Agreement contains important legal terms, and Licensee acknowledges that by completing the purchase process, Licensee has read the entire License Agreement and agrees to the terms herein, including, without limitation Section 9 (Important General Legal Provisions).
This License Agreement states the terms and conditions of Licensee’s non-exclusive and limited copyright license with respect to the digital content (“Licensed Asset”) made available on mavenartistry.com and purchased by Licensee. A link to the Licensed Asset will be emailed to you at the account email address Maven Artistry has on file along with this License Agreement; retain this for your records. This License Agreement may also apply to digital content that Maven Artistry makes available at no charge (e.g., for promotional purposes) only if expressly indicated during the initial download for that digital content.
1. PARTIES TO THE LICENSE AGREEMENT; NUMBER OF USERS (OR SEATS)
1.1 - This License Agreement is an agreement between:
(a) The “Licensee” who is the individual person indicated as the licensee during the purchase process
and
(b) Maven Artistry LLC. (“Maven Artistry”) as licensor.
1.2 - This is an individual license for Non-commercial use (as defined below) only, and the Licensed Asset may be used and accessed (as permitted in this License Agreement) only by a single individual person, who is the Licensee indicated at the time of purchase. If multiple individuals will work together to use the same Licensed Asset, then each individual must purchase a license for that Licensed Asset.
2. ASSET MANAGEMENT
Licensee may only upload the Licensed Asset to (i) a personal server owned and controlled by Licensee or (ii) a private cloud storage service, cloud-based design app, or digital asset manager, account controlled by Licensee, in each case for use of the Licensed Asset by Licensee only, as permitted herein.
3. THIS LICENSE AGREEMENT PERMITS NON-COMMERCIAL (PERSONAL) USE ONLY; COMMERCIAL USE AND NON-COMMERCIAL USE DEFINED
This License Agreement permits only Non-commercial use of the Licensed Asset, as expressly specified in Section 4 (Permitted Uses and Quantity/Impression Limitations); all Commercial use is expressly prohibited.
3.1 - Commercial Use
Commercial” use is any use: (i) that involves an exchange of money or other consideration, (ii) that promotes a business (e.g., sole proprietorship, corporation, or partnership), product, or service, or (iii) where financial gain or other consideration is either sought or a result, directly or indirectly, of Licensee’s use of the Licensed Asset. If any one or more of the criteria in (i), (ii), and (iii) is met, then the use is deemed “Commercial”.
3.2 - Non-Commercial Use (Personal)
Non-commercial” use is a use for solely personal purposes; any use that meets the definition of “Commercial use” can not be a Non-commercial use.
4. PERMITTED USES
An “End Use” of a Licensed Asset means use of the Licensed Asset only as expressly permitted below:
4.1 - Non-Commercial Use Only (Single User)
Licensee may use the Licensed Asset to facilitate client consultations, design and record keeping.
4.2 - Asset Management and Storage
Licensee may store the Licensed Asset within a note taking app such as GoodNotes and export to a personal and secure device / computer.
4.3 - Company Social Media
Licensee may use the Licensed Asset to promote services via Social Media.
5. PROHIBITED USES (these uses may be available with a commercial license or custom license, contact Maven Artistry to find out more):
5.1 - End Products
All End Products for Commercial use (including, without limitation, physical products, product packaging, digital products, or digital or print publications) are prohibited.
Commercial Use are prohibited. Any use that allows anyone other than the Licensee, such as an end user to customize a digital or physical end product is prohibited, whether for Commercial use or Non-commercial use. This includes, but is not limited to, “made to order", or “download on demand” application.
5.2 - Marketing and Advertisements
Physical (Printed, Paid or Unpaid) Advertisements: Such as billboards, signage, printed advertisement, etc. are prohibited for Commercial use or Non-commercial use.
Digital (Paid or Unpaid) Advertisements: Internet advertisements such as advertisements served by Google Ads, Bings Ads, Facebook Ads, Linkedin Ad, etc. are prohibited for Commercial use or Non-commercial use.
5.3 - Broadcast and Streaming of Motion Picture and Audiovisual Content
Broadcast and Streaming: (a) Streaming for Commercial use and (b) broadcast for Commercial use or Non-commercial use by any means, including via network, cable, satellite, pay-per-view, video on demand of content including motion picture or audio visual works incorporating the Licensed Asset, including advertisements, is prohibited.
5.4 - Digital Development
Website Software Development, Mobile App Development, Desktop Application Development, and Video Game Development: is prohibited for Commercial use or Non-commercial use.
5.5 - Trademark and Copyright
Trademark: Licensed Asset may not be used as part of a trademark, service mark, design mark, trade-name. In no event does this License Agreement allow Licensee to -- and Licensee shall not seek to -- register, protect, or enforce any trademark or similar rights in the Licensed Asset.
Copyright: Licensee may not claim the Licensed Asset (or a modification thereof) as its own copyrighted work (the original Licensed Asset must be disclaimed in any copyright registration).
5.6 - Future Technologies
The license is limited to the expressly permitted uses stated in this License Agreement: future-existing technologies and uses are expressly reserved and not included within the scope of the license.
6. STRICTLY PROHIBITED USES. Nothing in this License Agreement grants Licensee any of the following rights, all of which rights are expressly retained:
6.1 - Resale or Sub-Licensing the Licensed Asset or any modification of it in source file form is strictly prohibited.
6.2 - Resale or Sub-Licensing of the Licensed Asset or any modification of it in a way that is directly competitive with the original Licensed Asset is strictly prohibited (e.g., as a stock asset or template).
6.3 - Making public or sharing the Licensed Asset in any way that allows others to download, extract, or redistribute Licensed Asset as a standalone file (meaning just the content file itself, separate from the project or end use that is expressly permitted) is strictly prohibited.
6.4 - Falsely representing authorship and/or ownership of the Licensed Asset is strictly prohibited.
6.5 - Any other use that is not expressly permitted in Section 4 (Permitted Uses) is strictly prohibited.
6.6 - Audio Clips may not be used as follows:
(i) in a downloadable form available through the internet or otherwise including making it available via FTP, IRC, peer-to-peer file sharing services or the like.
7. CLIENT, SERVICE PROVIDER, AND OTHER THIRD PARTY USE PROHIBITED (Third party use requires the third party to obtain its own license unless a custom license is purchased)
7.1 - Third Party Use Requires Separate License.
This License Agreement does not permit sub-licensing.
8. ATTRIBUTION
8.1 - When credit is required: All editorial use requires a credit; however for non-editorial use a credit is only required where credits are accorded to other providers of licensed material. Credits, when required, shall be legible and in close proximity to the Licensed Assets and, where applicable, substantially similar in placement and prominence to other credits
8.2 - How to provide credit: “[Licensed asset product type] copyright Maven Artistry”
9. IMPORTANT GENERAL LEGAL PROVISIONS
9.1 - Intellectual Property
All digital content available on mavenartistry.com, including, without limitation, the Licensed Asset, is protected by United States and international copyright and other laws and treaties. As between you and Maven Artistry, Maven Artistry retains ownership of the Licensed Asset, but grants to Licensee the limited, non-exclusive, non-transferrable, and non-sublicensable (except as expressly allowed above), copyright to use the Licensed Asset as expressly set forth above on the terms herein. All other rights, as between Licensee and Maven Artistry are reserved by Maven Artistry. Licensee may not assert any ownership in the Licensed Asset itself nor any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the Licensed Asset. Any reference to the “purchase” or “sale” (or similar terms) of the Licensed Asset refers to the purchase of a limited license only and not the purchase of the underlying copyright or work itself. As a licensee, Licensee’s ownership of the media and/or device on which the Licensed Asset is recorded, if any, is distinct from and does not grant any ownership right, title or interest in and to the design of the Licensed Asset itself. This Licensee Agreement does not grant Licensee any rights to trademark or any other intellectual property rights (aside from copyright) in the Licensed Asset.
9.2 - Termination
Maven Artistry may terminate this License Agreement at any time if Licensee breaches any of the terms of this or any other agreement with Maven Artistry, in which case Licensee must immediately: cease using the License Asset; delete or destroy any copies; and, if requested, confirm to Maven Artistry in writing that Licensee has complied with these requirements. If Licensee uses the Licensed Asset on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the Licensed Asset for its own purpose or in a way that is contrary to this License Agreement, the rights granted for such use shall immediately terminate, and in that event, upon Maven Artistry’s request, Licensee agrees to remove any content from such platform or website.
9.3 - Content Withdrawal
Maven Artistry may discontinue licensing the Licensed Asset at any time in its sole discretion. Upon notice from Maven Artistry, or upon Licensee’s knowledge, that a Licensed Asset may be subject to a claim of infringement of a third party’s right, Maven Artistry may require Licensee to immediately, and at Licensee’s own expense: cease using the Licensed Asset, delete or destroy any copies. Maven Artistry will provide you with replacement content (determined by Maven Artistry in its reasonable commercial judgment) free of charge, as its sole obligation, subject to the other terms of this License Agreement.
9.4 - Audit
Upon reasonable notice, Licensee agrees to provide to Maven Artistry sample copies of projects or end uses that contain Licensed Asset, including by providing Maven Artistry with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Asset is reproduced.
9.5 - Disclaimer of Warranties
LICENSEE’S USE OF THE LICENSED ASSET IS AT LICENSEE’S OWN RISK. THE LICENSED ASSET IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MAVEN ARTISTRY HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
9.6 - Limitation on Liability
IN NO EVENT WILL MAVEN ARTISTRY, ITS SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION, YOUR USE, OR INABILITY TO USE, THE LICENSED ASSET, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), INTELLECTUAL PROPERTY INFRINGEMENT, BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL THE LIABILITY OF MAVEN ARTISTRY, ITS SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION, YOUR USE, OR INABILITY TO USE, THE LICENSED ASSET, EXCEED THE LOWER OF $10,000 USD, OR THE FEES THAT LICENSEE PAID FOR THE LICENSED ASSET. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
9.7 - Indemnification
Licensee agrees to defend, indemnify and hold harmless Maven Artistry, its service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including but not limited to reasonable attorneys’ fees) arising out of or relating to Licensee’s (or anyone acting on Licensee’s behalf, including, without limitation, service providers) (i) violation of this License Agreement, (ii) use of the Licensed Asset in violation of law, rules or regulations, or (iii) use of the Licensed Asset violation of third party rights where such violation is due to the modification of the Licensed Asset.
9.8 - Limitation on Time to File Claims
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE LICENSED ASSET OR THIS LICENSE AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
9.9 - Choice of Law and Forum
All matters relating to Licensed Asset and the License Agreement and any dispute or claim arising therefrom or related thereto (in each case, including, without limitation, non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, the Licensed Asset or this License Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas and County of Collin although we retain the right to bring any suit, action or proceeding against Licensee for breach of this License Agreement in Licensee’s country of residence or any other relevant country. Licensee waives any and all objections to the exercise of jurisdiction over Licensee by such courts and to venue in such courts to the maximum extent permitted by law.
9.10 - Arbitration
AT MAVEN ARTISTRY’S SOLE DISCRETION, EXCEPT TO THE EXTENT PROHIBITED BY LAW, MAVEN ARTISTRY MAY REQUIRE LICENSEE TO SUBMIT ANY DISPUTES ARISING FROM THE USE OF THE LICENSED ASSET AND THIS LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING TEXAS, USA LAW.
9.11 - Waiver and Severability
No waiver of by Maven Artistry of any term or condition set forth in this License Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Maven Artistry to assert a right or provision under this License Agreement shall not constitute a waiver of such right or provision.
If any provision of this License Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the License Agreement, including the Terms of Use, will continue in full force and effect.
9.12 - Entire Agreement
This License Agreement, together with the Maven Artistry Terms of Use (“Terms of Use”) constitutes the sole and entire agreement between Licensee on the one hand and Maven Artistry on the other hand with respect to the Licensed Asset and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Licensed Asset. This License Agreement supersedes any conflicting terms set forth in the Terms of Use with respect to the Licensed Asset.
9.13 - Notices
All notices required to be sent to Maven Artistry under this License Agreement should be sent via email to hello@mavenartistry.com All notices to Licensee will be sent via email to the address provided by Licensee during account creation or purchase.
9.14 - Modifications
Maven Artistry may modify this License Agreement by posting an updated version on the Maven Artistry website. The then current version of the License Agreement posted at the time of purchase shall apply to purchases (even if the Licensed Asset is downloaded after the License Agreement is updated). Updated versions of the License Agreement shall not apply retroactively to prior purchases unless either (1) Licensee is notified of its option to apply the updated terms to prior purchases and expressly agrees (e.g., via clicking “Agree”) or (2) such modification (i) does not adversely affect any rights of Licensee and (ii) Maven Artistry notifies Licensee of the changes and that they will apply retroactively (e.g., via email to the address on file).
9.15 - Interpretation
Unless the context requires otherwise, in any part of this License Agreement: (i) "including" (and any of its derivative forms, e.g. "includes"), "e.g." and "for example" means "including but not limited to"; and (ii) use of the singular imports the plural and vice versa. This License Agreement shall not be interpreted against the drafting party.