License Agreement - Personal

1. PARTIES TO THE LICENSE AGREEMENT; NUMBER OF USERS (OR SEATS)

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.

4. PERMITTED USES AND QUANTITY/IMPRESSION LIMITATIONS

An “End Use” of a Licensed Asset means use of the Licensed Asset only as expressly permitted below:

4.2 - Personal Social Media for Non-Commercial Use

 

✓ Personal Social Media for Non-Commercial Use: One personal or individual social media account (not on a company or business social media page) for Non-commercial use.

5. PROHIBITED USES (these uses may be available with a commercial license or custom license, contact support to find out more):

5.2 - Social Media, Marketing, and Advertisements

 

✗ Company Social Media: is prohibited for Commercial use or Non-commercial use.

 

✗ 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. Contact support for a custom license if these rights are desired.

 

✗ 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).

6. STRICTLY PROHIBITED USES. Nothing in this License Agreement grants Licensee any of the following rights, all of which rights are expressly retained:

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 - ✗ Use the Licensed Asset in pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive, or defamatory material, is strictly prohibited, including, without limitation, any use of the Licensed Asset that:

(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;

(ii) may create a risk of any other loss or damage to any person or property;

(iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

(iv) may constitute or contribute to a crime or tort;

(v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;

(vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

(vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

(viii) contains any information or content that you know is not correct and current; or

(ix) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.

 

6.5 - ✗ Falsely representing authorship and/or ownership of the Licensed Asset is strictly prohibited.

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)

8. ATTRIBUTION

9. IMPORTANT GENERAL LEGAL PROVISIONS

9.2 - Termination

Samolevsky.com may terminate this License Agreement at any time if Licensee breaches any of the terms of this or any other agreement with Samolevsky.com, in which case Licensee must immediately: cease using the License Asset; delete or destroy any copies; and, if requested, confirm to Samolevsky.com 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 Samolevsky.com request, Licensee agrees to remove any content from such platform or website.

 

9.3 - Content Withdrawal

Samolevsky.com may discontinue licensing the Licensed Asset at any time in its sole discretion. Upon notice from Samolevsky.com, or upon Licensee’s knowledge, that a Licensed Asset may be subject to a claim of infringement of a third party’s right, Samolevsky.com may require Licensee to immediately, and at Licensee’s own expense: cease using the Licensed Asset, delete or destroy any copies; and ensure that Licensee’s clients, distributors and/or licensees do likewise. Samolevsky.com will provide you with replacement content (determined by Samolevsky.com 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 Samolevsky.com sample copies of projects or end uses that contain Licensed Asset, including by providing Samolevsky.com with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Asset is reproduced. In addition, upon reasonable notice, Samolevsky.com may, at its discretion, either through its own employees or through a third party, audit Licensee’s records directly related to this License Agreement and Licensee’s use of the Licensed Asset in order to verify compliance with the payment and other terms of this License Agreement. If any audit reveals an underpayment by Licensee to Samolevsky.com of five percent (5%) or more of the amount Licensee should have paid, then in addition to paying Samolevsky.com the amount of the underpayment and any other remedies to which Samolevsky.com is entitled, you also agree to reimburse Samolevsky.com for the costs of conducting the audit.

 

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. SAMOLEVSKY.COM  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 SAMOLEVSKY.COM, ITS AFFILIATES OR THEIR LICENSORS, 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 SAMOLEVSKY.COM, ITS AFFILIATES OR THEIR LICENSORS, 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 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 the Samolevsky.com, licensors and service providers, and its 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 - Waiver and Severability

No waiver of by Samolevsky.com 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 Samolevsky.com 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.

 

9.10 - Entire Agreement

This License Agreement, together with the Samolevsky.com Terms of Use (“Terms of Use”) constitutes the sole and entire agreement between Licensee on the one hand and Samolevsky.com 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.

 

9.11 - Notices

All notices required to be sent to Samolevsky.com under this License Agreement should be sent via email to Arseny.Samolevsky@gmail.com All notices to Licensee will be sent via email to the address provided by Licensee during account creation or purchase.

 

9.12 - Modifications

Samolevsky.com may modify this License Agreement by posting an updated version on theSamolevsky.com 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) Samolevsky.com notifies Licensee of the changes and that they will apply retroactively (e.g., via email to the address on file).