LAYOUTREADY LLC ROYALTY-FREE END USER LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LAYOUTREADY, A DIVISION OF STOCKLAYOUTS LLC (HEREINAFTER REFERRED TO AS "LAYOUTREADY"). READ THIS AGREEMENT IN ITS ENTIRETY BEFORE YOU PURCHASE A LICENSE FOR INDIVIDUAL TEMPLATES AND TEMPLATE SETS (PRODUCTS). BY PURCHASING A LICENSE FOR PRODUCTS FROM THIS WEBSITE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, THE LICENSE GRANTED AND RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR EMPLOYER AND TO YOU AS A REPRESENTATIVE OF YOUR EMPLOYER. SHOULD YOU CEASE WORKING FOR YOUR EMPLOYER, YOUR EMPLOYER MAY CONTINUE TO OPERATE UNDER THIS AGREEMENT AND YOUR RIGHTS UNDER THIS AGREEMENT WILL BE TERMINATED.
1. Grant of License.
Subject to your compliance with the terms of this Agreement:
- LayoutReady grants to you and your employer, if you are licensing on behalf of your employer, a non-exclusive, non-sublicensable, non-transferable, worldwide and perpetual right to edit the Product, by exchanging or changing design elements, changing or inserting new text or otherwise personalizing the Product for a particular project, to create derivative works, such as advertising and promotional materials, print publications, HTML email documents and websites, (“Derivative Works”) in any and all media for all purposes other than those uses prohibited under Section 2 of this Agreement.
- You may have the Product or your Derivative Works edited and reproduced by your subcontractors (service providers, such as graphic designers and printers), or those of your employer, provided that such subcontractors agree to abide by the provisions of this Agreement. You may also provide your Derivative Works to your client as electronic files as long as the client does not create new derivative works from those files.
- You may display your Derivative Works on your website, in emails and printed products provided, however, that the Derivative Works are completed projects and not simply substantially unedited reproductions of the Product.
- The only right granted to you is the right to use the Product in accordance with this Agreement. All rights not expressly granted to you in this Agreement are specifically reserved to LayoutReady.
Your rights to use Product(s) are limited in the following manner, in addition to any other restrictions provided in this Agreement or by law:
- Except as described in the grant of license in Section 1 above, you may not post any Product, depiction or portion thereof online or on a private network or place any Product or Derivative Work online in a downloadable format or as an editable web-to-print template, whether or not you represent the Product as the work of LayoutReady or others, or offer any Product or Derivative Work for sale or other such distribution without obtaining a special license or written permission to do so from LayoutReady.
- You may not falsely represent, expressly or impliedly, that you are the original creator of the Product.
- The images contained in the Product may only be used by you in connection with the Products and for no other purpose. Use of a Product in a manner not specifically authorized by this Agreement constitutes an infringement of our proprietary rights and those of our third party licensors and will subject you to infringement damages. Use of a Product in a manner that is contrary to a restriction stated in this Agreement is prohibited.
- Product(s) are licensed with no rights protection on a non-exclusive basis. LayoutReady gives no rights or warranties with regard to the use of names, trademarks, registered or copyrighted designs, elements or works of art depicted or contained in any image in any Product, and you must satisfy yourself that all of the necessary rights or consents, as may be required for your use of the Product(s), are obtained.
- Pornographic, defamatory or otherwise unlawful use of Product is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter. You are also required to comply with any applicable regulations and/or industry codes.
3. Copyright. LayoutReady and its licensors own and will retain all copyrights in and to any Product, including any image contained in any Product. You may not copy, modify, sell or distribute all or any part of any Product except as expressly authorized in this Agreement. The Products are protected by United States copyright law and international treaty. Unauthorized reproduction, modification, sale or distribution is subject to civil and criminal penalties.
4. Warranty and Limitation of Liability. LayoutReady warrants the digital copy of the Product in the form downloaded by you to be free from defects in material and workmanship for 90 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Product or refund of the license fee paid by you, at LayoutReady's option. LAYOUTREADY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER LAYOUTREADY NOR LAYOUTREADY'S THIRD PARTY REPRESENTATIVES SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR OTHER DAMAGES ARISING OUT OF THIS LICENSE OR OTHERWISE. If LayoutReady is liable to you or your employer for any reason, then LayoutReady's liability to you shall be limited to the sum invoiced and paid by you for the use of the particular Product involved. Some states do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state provisions.
5. Payment. No use of a Product can occur until full payment has been made. Any use of a Product by you prior to payment constitutes an infringement of LayoutReady and LayoutReady's third party licensors' proprietary rights and a breach of this Agreement which entitles LayoutReady to rescind this Agreement and seek damages from you and your employer, as applicable.
6. License Not Assignable. The license granted to you with respect to a particular Product may not be assigned. It is personal to you or your employer.
7. Interest on Overdue Invoices. If you arrange for payment terms directly with LayoutReady and fail to pay any of LayoutReadys' invoices in full within 30 days of the invoice date, LayoutReady shall add a service charge of one and one half percent (1-1/2%) per month, or such lesser sum as is allowed under law, on any unpaid balance.
8. Unauthorized Use of Products. You agree to indemnify and hold LayoutReady, its third party licensors, and their respective directors, officers, affiliates and representatives harmless against any claim for damages, losses or any costs, including attorneys' fees, arising in any manner whatsoever from the unauthorized use of any Product or portion thereof supplied to you by LayoutReady, or for your breach of any of the terms of this Agreement.
9. Survival. The provisions of Sections 3 and 4 of this Agreement, and such other provisions which by their nature continue after termination, shall survive termination of this Agreement.
10. Miscellaneous Terms. No variation of any of the terms in this Agreement shall be effective unless agreed in writing by LayoutReady and you. No part of the content of LayoutReadys' books, catalogs, or other advertising materials form a part of this Agreement. No action of LayoutReady, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. If LayoutReady waives any specific part of this Agreement, such waiver does not mean that any other part is waived. Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect. In the event of any inconsistency between the terms of this Agreement and the terms contained on any purchase order or other document sent by you or your employer, the terms of this Agreement shall govern. This Agreement, its validity and effect shall be interpreted under and governed by the laws of the State of Oregon, without reference to its laws relating to conflicts of law and not including the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Venue for all disputes arising under this Agreement shall lie exclusively in the state and federal courts in Multnomah County, Oregon, and each party agrees not to contest the personal jurisdiction of these courts. Notwithstanding the foregoing, LayoutReady shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief if, in the opinion of LayoutReady, such action is necessary or desirable. If LayoutReady is required to enforce LayoutReadys' rights as a result of any breach of this Agreement, whether a lawsuit is filed or not, it shall be made whole by you for such reasonable legal fees and costs incurred by it. If on this or any other form received by you in connection with your order, any terms or conditions contained herein or therein are inconsistent with the provisions of this Agreement as it appears on our website, such inconsistent terms and conditions shall be of no force and effect, it being the parties' intentions that this Agreement as it appears on our website shall govern all matters relating to our products. For licensing information pertaining to images or font products, please refer to the websites of the individual brands to view their licensing information or contact their customer service department.