LICENSE & COPYRIGHT
This license agreement (“License Agreement”) is an agreement between [HOLLYGRACE.CA] (referred as “Our”, “We”, “Us” or “Licensor”) and you (referred as “You”, “Your” or “Licensee”) who downloads or purchases or subscribe to Items or Licensor’s other products/services from https://hollygrace.ca (“Website”), as the case may be. This License Agreement describes how You can use Items or Our other products/services.
By downloading, purchasing or subscribing to Items or Our other products/services from the Website, You understand and shall agree to be bound by the terms and conditions stated herein.
In view of the valuable consideration, We hereby grant You a limited, restricted, terminable, worldwide, non-exclusive, non-transferable, and non-sublicensable license to use the Item for the Permitted Uses in accordance with the terms and conditions of this License Agreement. For the purpose of this License Agreement, the word “Item” means svg files, fonts, other products and services, and/or any combination thereof being distributed by Us through the Website. The word “Licensed Work” means the end product or work that has been created by You using independent skill, and effort that incorporates the Item.
There are several types of license being made available via the Website and they are listed as follows:
Purpose Solely for personal use, non-commercial and non-profit purposes only
Scope: Generally, any use of the Items in a manner that has no potential monetary gain or in exchange for any valuable considerations shall be deemed as personal use.
Platform: Print only
Examples of Usage: Making a cup for your morning coffee. Making a card or sign to give to a friend without accepting any form of payment. Printing out a piece of paper to hang on your wall.
For commercial use
Scope: Generally, any use of the Items for any commercial purposes (including, gaining monetary or valuable considerations) or otherwise other than personal use will be deemed as commercial use.
Platform: Print only
Examples of Usage: Creating Licensed Work(s) to sell or generate other commercial considerations. Giving out free samples of Licensed Work(s) to potential clients or with the intention to solicit business/other commercial benefits from any party. Creating Licensed Work(s) for Your Business or other non-personal purposes. Being paid to create Licensed Work(s) for any event (including, charity event).
2. Representation and Warranties
Licensee hereby represents, warrants and undertakes to Licensor the following:
You are at least 18 years of age and have the right as well as capacity to enter into this License Agreement;
You will not use Items or any of Our products/services in contravene with this License Agreement or any policies/guidelines as may be provided by Us from time to time;
All information (including, account registration details, payment and billing information) provided by You are accurate, complete and up-to-date;
Except as otherwise stated in this License Agreement, any account opened or maintained by You on the Website shall only be accessed and used by You for the purposes and on terms stipulated in this License Agreement, where applicable;
3. Payment and Refund
We presently offer one type of commercial license (“License”) being made available on the Website,
SINGLE COMMERCIAL LICENSE
Under the grant of this license, You shall be granted the following: –
- a commercial license for a perpetual period from the date of the purchase of this license; and
- Customer Support (including item recovery, item replacement and item alteration) for a period of two (2) years only from the date of purchase of this license.
For the avoidance of doubt, We will provide Customer Support (including item recovery, item replacement and item alteration) to You for a period of two (2) years only from the date of purchase of any of the licenses above notwithstanding any cessation of business, insolvency, amalgamation and reorganisation.
If You purchase the above commercial license or any combination thereof, You hereby authorise us to charge the relevant license fee(s) listed on Our Website at the time of Your purchase. All fees payable or paid to us are non-refundable even if You cancel the purchase or Your account has been terminated by Us prior to its expiration.
Upon full payment, You will be receiving an invoice from us acknowledging Your payment. You must keep and retain such invoice in digital or print form as proof of Your purchase of commercial license, otherwise, it will be deemed that You do not possess the relevant commercial license.
(b) Refund policy
You may seek for refund only if any of the following occurs:
- file of downloaded Item is corrupted and we are unable to fix such file;
- file of downloaded Item is inconsistent with its product description in terms of file types and resolution at the time of download/purchase; or
- file of downloaded Item is missing or unable to be downloaded by You at the time of download/purchase and we are unable to retrieve such file.
In event that You wish to request for a refund due to any of the foregoing events, You must contact Our support team via email at firstname.lastname@example.org in writing not later than 30 days from the date of Your purchase and comply with any instructions as may be directed by Our support team from time to time, failing which, We will not entertain any refund request(s) whatsoever.
4. Permitted Usage
Below are the list of Items and their respective permitted usage and restrictions:
Cut Files (SVG, DXF, EPS & PNG format) for Personal License:
May use any Item in part or in whole for your personal projects
May modify design elements, re-size, subtract and add Item to design your own personal projects
Unlimited print for Licensed Work solely for personal use
Not to use Item in any commercial or business-related activities
Not to use or incorporate any Item for generating revenues or other commercial benefits
Cut Files (SVG, DXF, EPS & PNG format) Commercial License:
May use any Item in part or in whole for your client’s project
May use Item for commercial or business-related activities
Unlimited print of Licensed Work(s) for your clients
Cut files are created purely for Your own use or for Your end client.
Cut files are not for designers to use as a design element to create Licensed Works or other works in digital form for sale, sub-license or distribution.
Cut files cannot be converted into other formats (such as SVG, EPS, CSD, PES, JEF and others) and/or be distributed, sold digitally or sub-licensed at any time
Not to share, copy, resell, distribute Item in its original format in any way;
Upload Item to any file sharing website for any purposes
You hereby undertake to Us that:
Any or all Items downloaded or purchased by You can only be used by You only. Accordingly, You shall not share, distribute, transfer, assign, sub-license, or resell the Items to any person or entity. However, in event where you are purchasing our Item for use by or on behalf of your client (who is the ultimate end user), you are required to purchase the appropriate license to ensure compliance;
You shall not alter, modify, vary, re-size, reverse engineer or howsoever amend any or all Items except as permitted herein;
You shall not create any derivative works based on any or all Items;
You shall not use or incorporate any or all Items or any part thereof into a logo, corporate identity, trademark or brand;
You shall not use any or all Items in any manner that infringes intellectual property rights of any party, or in any way subject Us to any unfavourable actions by any party or regulatory actions;
You shall not use any or all Items to generate, create, produce or howsoever associated such Items to defamatory, offensive, harmful or abusive materials or articles,
failing which, you shall indemnify us in accordance with Clause 11 below.
6. Unauthorized Use
Any of Our representations, warranties and obligations in this License Agreement shall not be applicable and unenforceable if any of Items, or our products/services are being used by You in the manner not specifically authorized by this License Agreement or if You are in breach of this License Agreement.
(a) This License Agreement shall be effective immediately upon the purchase or download of the Item(s) and shall continue to be valid until it is expired or terminated in accordance with the terms and conditions herein stated. In event where there is any breach or alleged breach of representations, warranties or any term in this License Agreement by Licensee, Licensor may terminate this License Agreement forthwith and Licensee shall indemnify Licensor against all losses and liabilities whatsoever and howsoever arising thereof, in accordance with Clause 11 below. Upon termination, all licenses previously granted to Licensee pursuant to this License Agreement shall automatically be terminated.
(b) Notwithstanding the foregoing, Licensor reserves the right to terminate this License Agreement by giving 30-day written notice to the Licensee with or without cause. If this License Agreement is being terminated pursuant to this clause 7(b) without case, you may continue to use any Licensed Work that were created prior to the termination provided that you shall continue to observe and adhere to all terms and conditions of this License Agreement herein.
8. Intellectual Property Rights
All Items, products/services or, all other materials made available on the Website or rendered to You pursuant to this License Agreement (including, fonts, svg files, and other works) are belong to Us exclusively (collectively, “Intellectual Property Works”). Except as expressly and explicitly permitted by Us, nothing in this License Agreement shall be construed as or deemed to grant any license, right or permission to You to use such Intellectual Property Works. You further agree not to sell, license, sub-license, rent, modify, edit, change, vary, copy, reproduce, transmit, publicly display, or howsoever distribute the Intellectual Property Works for any purposes not expressly permitted by this License Agreement, failing which, You shall be responsible to indemnify Us on full indemnity basis in accordance with clause 11 herein. Any and all licenses granted pursuant to this License Agreement will be terminated automatically without notice from Us should You fail to comply with any provision of this License Agreement.
9. Limitation of Liability
IN NO EVENT SHALL WE AND INDEMNIFIED PERSONS (AS DEFINED HEREIN), BE LIABLE TO YOU FOR ANY DAMAGES (INLCUDING BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES). TANGIBLE OR INTANGIBLE LOSSES, EXPENSES, LIABILITIES UNDER ANY CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, OR OTHERWISE) CAUSED THROUGH THE USE OF, OR THE INABILITY TO USE, OUR ITEMS OR OTHER PRODUCTS/SERVICES (INCLUDING, THE ITEM) AND/OR ANY COMBINATION THEREOF.
THESE LIMITATIONS AND EXCLUSIONS OF OUR’S AND INDEMNIFIED PERSONS’ LIABILITY SHALL APPLY NOTWITHSTANDING ANY CIRCUMSTANCES. SOME JURISDICTIONS MAY NOT ALLOW ANY PART OF THESE LIMITATIONS AND EXCLUSIONS OF LIABILITY, IN SUCH CASE, OUR LIABILITY AND/OR THE LIABILITY OF INDEMNIFIED PERSONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW OF THE APPLICABLE JURISDICTION.
OUR PRODUCTS/SERVICES AND ANY COMBINATION THEREOF (INCLUDING, THE ITEM) ARE PROVIDED TO YOU ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS WITHOUT ALL WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE AND/OR OUR PARENT COMPANY, SUBSIDIARIES, AFFILIATED ENTITIES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND/OR ASSIGNEES MAKE NO REPRESENTATION AND DO NOT WARRANT THAT: (a) OUR PRODUCTS/SERVICES OR ANY COMBINATION THEREOF (INCLUDING, THE ITEM) AND/OR ANY COMBINATION THEREOF WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE; AND (b) THE RESULTS OBTAINED, PRODUCED OR GENERATED FROM THE USE OF OUR PRODUCTS, SERVICES (INCLUDING, THE ITEM) AND/OR ANY COMBINATION THEREOF WILL BE ACCURATE, RELIABLE OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF OUR PRODUCTS/SERVICES (INCLUDING, THE ITEM) AND/OR ANY COMBINATION THEREOF ARE REST ENTIRELY WITH YOU.
YOU HEREBY IRREVOCABLY AGREE AND UNDERTAKE TO FULLY DEFEND AND INDEMNIFY US AND OUR EMPLOYEES, DIRECTORS, AND OFFICERS, AND ANYONE ELSE ASSOCIATED WITH US, AND EACH OF THEIR SUCCESSORS, LICENSEES, AND ASSIGNS (“INDEMNIFIED PERSONS”) FREE AND HARMLESS FROM ANY AND ALL CLAIMS, LIABILITIES, COSTS, LOSSES, DAMAGES, OR EXPENSES WHATSOVER, INCLUDING ATTORNEYS’ FEES AND EXPENSES, HOWSOVER ARISING FROM:
YOUR BREACH OR ANY ALLEGED BREACH OF ANY REPRESENTATION, WARRANTY OR TERMS OF THIS LICENSE AGREEMENT;
YOUR VIOLATION OF ANY THIRD PARTY RIGHTS (INCLUDING BUT NOT LIMITED TO, ANY COPYRIGHT, PRIVACY RIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS);
YOUR WILLFUL DEFAULT, NEGLIGENCE OR MISCONDUCT;
YOUR UNAUTHORISED USE OF OUR WEBSITE, SERVICES, ITEMS, PRODUCTS AND/OR MATERIALS;
YOUR VIOLATION OF ANY APPLICABLE LAW AND REGULATION; AND
YOUR LICENSED WORKS OR ANY OTHER WORKS PRODUCED BY YOU USING OUR ITEMS, PRODUCTS/SERVICES OR ANY COMBINATION THEREOF.
THIS CLAUSE SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS LICENSE AGREEMENT.
You shall not assign or transfer to anyone the license/right granted to You in this License Agreement, without Our prior written consent and any attempted or actual assignment or transfer thereof shall be null and void. We reserve the right to assign the whole or any part of this License Agreement to any of our affiliated entities with or without Your consent.
We may without notice, at any time and from time to time, vary, change, modify, alter or supplement the whole or any part of this License Agreement. The updated version (including, any variations, changes, modifications, alterations or supplements thereof) shall apply and supersede all previous versions and You shall be bound by the updated version.
14. Electronic Agreement
You have agreed and reaffirm Your agreement to this License Agreement electronically by downloading, purchasing or subscribing any of Items or our other products/services (including the Item).
15. Entire Agreement
Should any provision of this License Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this License Agreement will be construed to most closely give effect to the parties’ intentions.
17. No Third-Party Rights
Any person who is not a party to this License Agreement (whether or not such person is name, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to or identified, in this License Agreement) shall have no right whatsoever to enforce this License Agreement or any part thereof.