Terms and Conditions
This Complete License is an agreement between you (“You”) and WatercolorPNG, represented by Leadflowzz, Levitan 2, Tel Aviv, Israel
WatercolorPNG hereby grants You the rights to use the Item (as defined below) according to the terms of this Complete License. Your usage of the Items (including the Items provided under the permanent freebies and/or weekly freebies) is subject to the terms of this Complete License.
- “Bundle” – A collection of carefully handpicked and curated Items that are grouped together for your convenience.
- “End Product” – Artwork or derivative product created by You using independent skill and effort that incorporates the Item with any other design elements where the Item cannot be extracted or separated from the End Product.
- “Item” – Graphics, fonts, craft/cut files, patterns and/or a combination of any such design elements downloadable from our website.
- “Project” – One (1) Project means an undertaking of creating End Products for Yourself (Personal License) or a third party (Standard or Extended Commercial License) under one same concept that shall be completed within the same deadline. E.g. You are engaged by a client to create 4 different types of End Products (i.e. t-shirt, hat, mug, and book) using the Item and all the End Products shall be submitted to the client on the same date. These End Products can be printed in an amount according to License. However, in the event, a different client (not the aforementioned client) approaches You to create the same End Products using the same Item, that would be considered as a new Project and requires new License.
3. License types:
We are offering 3 types of licenses: Personal, Standard and Extended Commercial. Below are the permitted usages:
3.1 Commercial Use (Standard license)
“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 anyone or more of the criteria in (i), (ii), and (iii) is met, then the user is deemed “Commercial”.
- Creating a wall decoration to be used in a concert hall
- Giving out free samples of the End Product to potential clients
- Being paid to create End Products for a charity event
3.2 - Non-Commercial Use (Personal)
“Non-commercial” use is use for solely personal purposes; any use that meets the definition of “Commercial use” can not be a Non-commercial use.
- Designing a wedding invitation card for Your daughter’s wedding
- Making a Halloween costume for Your son
- Personalize a Christmas card for Your family and friends
4. PERMITTED USES AND QUANTITY/IMPRESSION LIMITATIONS
An “End Use” of a Licensed Asset means the use of the Licensed Asset only as expressly permitted below:
4.1 - End Products
4.2 - Social Media, Marketing, and Advertisements
4.3 - Broadcast and Streaming of Motion Picture and Audiovisual Content
4.4 - Digital Development
✓ Website Software Development, Mobile App Development, Desktop Application Development, and Video Game Development for Commercial use or Non-commercial use: Licensee may use the Licensed Asset in one (1) title for Commercial use or Non-commercial use. Quantity Limitations on Digital Development: The Licensed Asset may be used in a single website, application, video game (each additional website, application, or video game including (without limitation) successor products, requires a separate license) and the license is additionally subject to the limitation in 4.1 (End Products). For example, Licensee may use the Licensed Asset in 1 mobile app title which may be downloaded or sold up to 250,000 (2) times in total (pursuant to the limitation in Section 4.1), but Licensee may not use the Licensed Asset in 1 mobile app title and 1 website title that each sell 250,000 (2) times (for this a separate license must be purchased for the mobile app title and the website title). These quantity restrictions are on a per purchase basis, so Licensee may purchase two licenses for the same Licensed Asset to increase the permitted quantity (subject to the terms of each applicable license). (2) Quantity Limitations based on your license type.
5. PROHIBITED USES (these uses may be available with a custom license, contact WatercolorPNG to find out more):
5.1 - End Products
✗ On-Demand Applications (Such as Print-on-Demand and Create-on-Demand Services). 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, “print on demand”, “made to order” or “download on demand” application.
5.2 - Digital Development
✗ Use as Web-fonts or Embedded Fonts: You may not embed a License Asset that is a font, including without limitation within a website, e-book, or e-publication for Commercial use or Non-commercial use.
5.3 - Trademark and Copyright
5.4 - 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 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.
6.6 - ✗ Any other use that is not expressly permitted in Section 4 (Permitted Uses and Quantity/Impression Limitations) is strictly prohibited.
7. SUBLICENSING TO THIRD PARTIES IS PROHIBITED (Third party use requires the third party to obtain its own license)
7.1 - Third Party Use Requires Separate License.
This License Agreement does not permit sublicensing except for the limited rights to sublicense described below in Section 7.2.
7.2 - Limited Sublicensing Is Permitted.
Licensee may sublicense Licensee’s rights to third parties in only three situations:
- (a) to manufacture, market, or distribute completed End Uses (defined above) that use the Licensed Asset (as expressly permitted herein) when done on behalf of Licensee, provided that the sublicense may only be granted on condition that the sublicensee is prohibited from extracting, reproducing or using the Licensed Asset in any other way and Licensee shall at all times ensure compliance with the terms of this License Agreement by the sublicensee and remain liable hereunder for any non-compliance. For example, Licensee may use distributors to manufacture or distribute physical products for resale or product packaging; similarly, Licensee may use third-party providers, such as hosting providers to host a completed website or website publishers to display completed digital advertisements;
- (b) to a service provider serving as Licensee’s subcontractor to provide services to Licensee provided that (i) Licensee shall at all times ensure compliance with the terms of this License Agreement by the sublicensee and remain liable hereunder for any non-compliance and (ii) Licensee has purchased a sufficient number of seats for the Licensed Asset Licensee (e.g., each individual person requires a license as stated above); and
- (c) to a client of Licensee where Licensee transfers to that client a completed End-Use (defined above, such as a completed website, advertisement, product, or product packaging). In this instance, the sublicense may only be granted on condition that the sublicensee is prohibited from extracting, reproducing or using the Licensed Asset in any way other than is necessary in order to exploit the End Use that Licensee provides to the client. Licensee shall at all times ensure compliance with the terms of this License Agreement by the sublicensee and remain liable hereunder for any non-compliance.
8.1 - When credit is required: All editorial use requires a credit; however for non-editorial use 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 name] copyright WatercolorPNG.com”
9. IMPORTANT GENERAL LEGAL PROVISIONS
9.1 - Intellectual Property
All digital content available on watercolorpng.com, including, without limitation, the Licensed Asset, is protected by the United States and international copyright and other laws and treaties. As between you and the WatercolorPNG, the WatercolorPNG 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 WatercolorPNG are reserved by the WatercolorPNG. 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 License 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
WatercolorPNG may terminate this License Agreement at any time if Licensee breaches any of the terms of this or any other agreement with WatercolorPNG, in which case Licensee must immediately: cease using the License Asset; delete or destroy any copies; and, if requested, confirm to WatercolorPNG 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 WatercolorPNG’s request, Licensee agrees to remove any content from such platform or website.
9.3 - Content Withdrawal
WatercolorPNG may discontinue licensing the Licensed Asset at any time in its sole discretion. Upon notice from WatercolorPNG, or upon Licensee’s knowledge, that a Licensed Asset may be subject to a claim of infringement of a third party’s right, WatercolorPNG 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. WatercolorPNG will provide you with replacement content (determined by WatercolorPNG 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 WatercolorPNG sample copies of projects or end uses that contain Licensed Asset, including by providing WatercolorPNG 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, WatercolorPNG 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 WatercolorPNG of five percent (5%) or more of the amount Licensee should have paid, then in addition to paying WatercolorPNG the amount of the underpayment and any other remedies to which WatercolorPNG is entitled, you also agree to reimburse WatercolorPNG for the costs of conducting the audit.
- You shall not share, distribute, transfer or resell the Items to any third party. Third parties/customers shall purchase the Complete License if they wish to edit the mockup of the End Product You are cheating on their behalf. You shall only give Your clients the flattened Items.
- Except for fonts, You are not allowed to use the Item on an “as is” basis under the commercial usage (i.e. using the Item as it is without using any independent skill and effort to create an End Product is not permitted), as this would be treated as reselling of our Items. Fonts are allowed to be used on an “as is” basis under commercial usage, however, the fonts must be flattened and shall not include the original OTF / TTF files for commercial use.
- Except for logo creation kits which are meant to assist You with the crafting of logos, You shall not use the Items for or incorporated into a logo, corporate identity, trademarks or brand symbol. You are not allowed to register the End Product as a trademark in any territory, even if the End Product was created using the logo creation kit.
- Except for Personal Use, we expect You to create original End Products wherein the Item should not be redesigned by only making slight/minor changes to the Items. You should create a new derivative work which is distinguishable from the original Item. Please bear in mind that there are other third parties who will be using the same Item and therefore You will need to ensure Your End Products are as unique as possible to avoid competition or being accused of plagiarizing.
- You shall not allow the Items to be extracted, accessed or downloaded by anyone other than Yourself.
11. You Represent and Warrant That:
- You are at least 18 years of age or have the right to enter into this Complete License;
- You will not use the Items in any way that is prohibited by this Complete License;
- Information You provided us is accurate and true, including without limitation all payment and billing information; and
- Except as otherwise stated in this Complete License, any account opened or maintained by You on our site will only be accessed and used by You for the purposes and on terms stipulated in this Complete License.
- You agree to fully defend, indemnify and hold us and our officers, directors, employees, owners, agents, representatives, licensors and anyone else associated with us and each of our successors, (sub)licensees, and assigns free and harmless from any and all claims (including, without limitation, third party claims), liabilities, costs, losses, damages, or expenses, including reasonable attorneys’ fees and expenses, arising in connection with Your use of the Items or any breach or alleged breach of any representation, warranty or other promise / obligation made by You in this Complete License.
- Provided that You have not breached the terms of this Complete License, we shall indemnify You up to a liability cap of the greater of United States Dollar One Hundred (US$100) or the total amount paid by You for any damages directly attributable to the use of our Items that give rise to any valid actual or threatened third-party lawsuit, claim or dispute against You. Our indemnification is on the condition that You give us:
- No later than five (5) business days written notice from the date You know or reasonably should have known of the claim or threatened claim, where such notification must include all details of the claim then known to You and emailed to firstname.lastname@example.org, Attention: General Counsel; Full information, assistance, and cooperation for the defense or settlement thereof; and
- At our option, sole control of any defense, settlement or action related thereto.
- We shall not be responsible for any claim settled without our consent or any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.
The Items and our site are provided “as is, as available, with all fault” basis and, except as expressly set forth in this Complete License, we do not make any representations or warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose. You agree that neither us nor our respective affiliates, nor any of our respective officers, directors, employees, owners, agents, representatives, licensors, and (sub)licensees (other than You) shall be liable for any general, punitive, special, incidental, indirect or consequential damages or loss of profits or any other damages, costs or losses arising from any use or non-use of the Items, even if such parties have been advised, or advised of the possibility of such damages.
14. Jurisdiction and Applicable Law
The interpretation and execution of this Complete License shall be governed by the laws of Ukraine subject to its jurisdiction and without regard to the conflict of laws principles. The Ukraine courts will have exclusive jurisdiction over any dispute arising in connection with the performance of this Complete License.
You shall not assign Your rights or interests under this Complete License to any third party without our prior written consent.
16 No Third Party Rights
Any person who is not a party to this Complete License (whether or not such person is named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to or identified, in this Complete License) shall have no right whatsoever to enforce this Complete License or any of its terms.
17. Entire Agreement
Should any provision of this Complete License be held to be void or invalid, that fact shall not affect any other provision, and the remainder of this Complete License will be construed up to most closely give effect to the parties’ intention. Failure by either party to enforce any provision of this Complete License will not be deemed a waiver of future enforcement of that or any other provision. You have agreed and reaffirm your agreement to this License by downloading the Items or Bundles.
18. Electronic Agreement.
You have agreed and reaffirm Your agreement to this Complete License electronically by downloading the Item(s).
19. Cancellation Policy
You should submit your claim for a refund within 30 days after a product has been purchased. A refund can be claimed in case:
- You don't receive a link to the product
- You receive the wrong product
- Wrong content inside the product
Claims deemed an error on our part are covered at our expense with 100% funds refund.
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