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StockLayouts License Agreement

Last updated April 20, 2017. Replaces the January 20, 2014 version in its entirety.

StockLayouts License Agreement

This agreement (this "Agreement") applies if you download a template or graphic work (collectively, the "Product") from our website or our affiliate website (collectively, the "Website"). By downloading the Product, you agree to the terms of this Agreement and that this Agreement applies to each Product that you download. You also agree to the StockLayouts Terms of Use, which this Agreement supplements and incorporates into. You represent and warrant that you have the right to enter into this Agreement. If you download the Product on behalf of an entity, then this Agreement applies to such entity. In such case, you represent and warrant that you have the authority to bind such entity to this Agreement.

1. Ownership.

Except as expressly granted in the Agreement, we and our licensors retain all rights, title and interest in and to the Product. No title or ownership interest in or to the Product is transferred to you by virtue of this Agreement.

2. Grant of License.

2.1 Standard License. Subject to your compliance with the terms of this Agreement, we hereby grant you a non-exclusive, perpetual, worldwide, non-sublicensable, non-transferable license to use, reproduce, modify or display the Product in an unlimited number of projects and in any media for advertising, marketing and promotional materials, print publications, websites, digital productions such as web and mobile applications, and personal or non-commercial uses subject further to the restrictions in Section 3 (Restrictions) (“Standard License”). You do not have an Extended License (as defined below) unless you have purchased an Extended License for the applicable Product or Products.

2.2 Extended License. Subject to your compliance with the terms of this Agreement, if you have purchased an Extended License, then you have the same rights granted by the Standard License and you may distribute the Product as incorporated into any item of merchandise or other work of authorship (“Extended License”). For clarification you may use, reproduce, distribute or display the Product in connection with:

(a) electronic templates and design template applications intended for resale;

(b) any goods or services intended for resale or distribution, including, without limitation, brochures, flyers, posters, greeting cards or other merchandise, and any "print on demand” services;

2.3 Employee and Contractor Use. You may transfer files containing the Product or permitted derivative works to employees or subcontractors, provided that such employees and subcontractors agree to abide by the restrictions of this Agreement and only use the Product on your behalf. The employees and subcontractors have no additional rights to use the Product.

2.4 Client Use. You may use the license granted under this Agreement for the benefit of your clients, provided that your clients comply with the terms of this Agreement and comply with all license and use restrictions. You are solely responsible and liable for any and all use of the Product by your client.

2.5 Reservation of Rights. If a Product is in violation of our Terms of Use, we may instruct you to cease all use, distribution and possession of such Product, and you must promptly comply with such instructions. We reserve all rights not expressly granted in this Agreement.

3. Restrictions.

3.1 General Restrictions. You must not misuse the Product. Except as expressly permitted in Section 2 above, you must not:

(a) sell, license or distribute the Product or any modified Product as stand-alone or as part of an online database or any other database, or any derivative product containing the Product in such a way that would allow a third party to use, download, extract or access the Product as a stand-alone file or electronic template;

(b) extract and use the graphic images, including photos and artwork, separately from the Product;

(c) share the Product with any other person or entity or post the Product online in a downloadable format, or on an electronic bulletin board;

(d) use, reproduce, distribute, perform, modify, or display the Product (including, without limitation, by itself or in combination with any other work of authorship) in any manner that is libelous or slanderous or otherwise defamatory, obscene or indecent;

(e) remove any copyright or proprietary notice or other information that may appear on, embedded in, or in connection with the Product in its original downloaded form or in any permitted backup copy;

(f) incorporate the Product into a trademark or service mark;

(g) take any action in connection with the Product that would reasonably imply that the creator of the Product, or the persons or property appearing in the Product (if any), endorse any political, economic or other opinion-based movements or parties;

(h) use the Product in a way that places any person in the Product in a bad light or in a defamatory, unlawful, immoral, or offensive manner, including but not limited to using the Products in pornography, tobacco ads, ads for adult entertainment clubs or similar venues (such as escort services), or political endorsements or implies mental or physical illness or impairment

3.2 Additional Restrictions.

(a) Unless you purchase an Extended License, you may not use the Product in connection with any goods or services intended for resale or distribution where the primary value lies in the Product itself including, without limitation, cards, stationery items, paper products, calendars, apparel items, posters (printed on paper, canvas, or any other media), DVDs, mobile applications or other items for resale, license or other distribution for profit. This includes "on demand" products (meaning products in which content is selected by a third party for customization on such product on a made-to-order basis), including, without limitation, flyers, postcards, posters and other items;

(b) Unless you purchase an Extended License, you may not use the Product in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates).

3.3 Website Use. Notwithstanding anything to the contrary in the terms of this Agreement, with respect to using and displaying the Product on websites, you must take all reasonable actions to prevent website visitors from downloading or reusing the Product.

4. Condition of Product.

You should examine the Product and derivative works for possible defects before submitting derivative works for reproduction. Without prejudice to other provisions in this Agreement, StockLayouts shall not be liable for any loss or damage suffered by you or any third party, whether directly or indirectly, arising from any alleged or actual defect of the Product or in any way from the reproduction of derivative works therefrom.

5. Copyright.

StockLayouts and its licensors own and will retain all copyrights in and to the Product, including any image contained in the Product. You may not copy, modify, sell or distribute all or any part of the Product except as expressly authorized in this Agreement. The Product is protected by United States copyright law and international treaty. Unauthorized reproduction, modification, sale or distribution is subject to civil and criminal penalties.

6. Warranty and Limitation of Liability.

StockLayouts 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 StockLayouts’ option. StockLayouts makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither StockLayouts nor StockLayouts’ 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 StockLayouts is liable to you or your employer for any reason, then StockLayouts’ liability to you shall be limited to the sum invoiced and paid by you for the use of the particular Product involved. Some states or jurisdictions 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 or jurisdictional provisions.

7. Termination and Revocation.

StockLayouts may terminate your rights under this Agreement without notice if you fail to comply with any provision of this Agreement. StockLayouts also reserves the right to revoke the license to use the Product for good cause and replace such Product with alternative Product.

Upon termination, you must immediately (1) stop using the Product and, (2) delete or otherwise destroy any files containing the Product from your computer systems and storage (both electronic and physical) and, (3) where possible, ensure that your clients and customers do likewise.

8. Miscellaneous.

License Not Assignable. The license granted to you under this Agreement may not be assigned. It is personal to you or your employer.

Interest on Overdue Invoices. If you arrange for payment terms directly with StockLayouts and fail to pay any of StockLayouts’ invoices in full within 30 days of the invoice date, StockLayouts 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.

Unauthorized Use of the Product. You agree to indemnify and hold StockLayouts, it’s 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 the Product or portion thereof, or for the breach of any of the terms of this Agreement. StockLayouts agrees to indemnify and hold you harmless, and your respective directors, officers, affiliates and representatives against any claim for damages, losses or any costs, including attorneys’ fees, arising in any manner whatsoever from any claims by third parties that provision of the Product or portion thereof by StockLayouts, hereunder infringe upon such third party’s intellectual property rights, or for the breach of any terms of this Agreement.

Survival. The provisions of Section 2 of this Agreement, and such other provisions which by their nature continue after termination, shall survive termination of this Agreement.

Other Terms. No variation of any of the terms in this Agreement shall be effective unless agreed to in writing by StockLayouts and you. No action of StockLayouts, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. If StockLayouts 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, StockLayouts 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 StockLayouts, such action is necessary or desirable. If StockLayouts is required to enforce StockLayouts’ 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, such inconsistent terms and conditions shall be of no force and effect, it being the parties’ intentions that this Agreement shall govern all matters relating to our Product.