XBOWSKIN.COM, a registered trademark from Yagodesign Dominika Wolska
This "License Agreement" contains important legal terms and conditions about what the Licensee can and cannot do when the Licensee purchases and downloads digital content (including, but not limited to, any templates, multi-layer computer file in PSD or TIFF format, JPEGs, tutorials, documents or any and all such other products or services offered by XBOWSKIN.COM, a registered trademark from Yagodesign Dominika Wolska), the "Licensed Asset" operated and owned by XBOWSKIN.COM and its subsidiaries and affiliates (conjointly, " XBOWSKIN.COM ").
Licensee receives a worldwide, non-transferable, permanent, non-exclusive license to use the Licensed Asset as described and permitted, subject to the terms of this License Agreement.
This is a license for Non-commercial or Limited Commercial Use (definition below).
1. Parties To The License Agreement
This License Agreement is an agreement between:
- The Licensee (the individual person or legal entity indicated as the Licensee during the purchase process who purchases the Licensed Asset); and
- Seller (owner, who licenses the Licensed Assets to the Licensee through the XBOWSKIN.COM platform).
If you are purchasing a Licensed Asset on behalf of an employer - then only the employer is the Licensee for the purposes of this License Agreement. It means, only your employer, as the Licensee, can use the Licensed Asset subject to the terms of this License Agreement. In such case, you represent and warrant to the Seller that you have full legal authority to bind your employer, as the Licensee, to the terms of this License Agreement.
2. Licensed Asset Management
Licensee is only entitled to upload the Licensed Asset to
- a personal server, controlled and owned by Licensee;
- a private cloud storage service, cloud-based design application or digital asset manager account, that is actively and exclusively controlled by Licensee;
- business owned server or cloud-based software with the limited access, in each case for the use by Licensee only, as permitted.
3. Definition of types of use
This License Agreement permits only "Non-Commercial Use" and "Limited Commercial Use" of the Licensed Asset as defined below. "Full Commercial Use”, as herein defined, is prohibited in this License Agreement.
"Commercial Use" is any use of a Licensed Asset that:
- involves an exchange of money or other consideration,
- promotes a Business (where "Business" shall mean a corporation, sole proprietorship, partnership or other similar incorporated or unincorporated entity), a product or a service of a Business,
- where the use of the Licensed Asset should result directly or indirectly with financial gain or other consideration.
When the Licensee's use meets one or more of those criteria, then it will be considered as "Commercial Use".
Non-Commercial Use – any use of a Licensed Asset for personal purposes or any activities that are not performed in order to gain profit or other form of consideration.
Limited Commercial Use - any Commercial Use of any Licensed Asset in one Project valued 8 000$ or less.
Full Commercial Use - any Commercial Use of a Licensed Asset in one Project valued over 8 000$ - not permitted within this License Agreement.
For the purposes of this License Agreement, a "Project" will be noun one or more activities that are planned and designed to achieve a particular aim and is connected in respect of the client, requirements, key visuals, scope of work including (not limited to) promotional materials, design concept and marketing campaign.
4. Trademark and Copyright
Licensed Asset may not be used as part of a trademark, service mark, design mark, trade name in any manner whatsoever. In no event does this License Agreement allow Licensee to, and Licensee shall in no way whatsoever seek to, register, protect, or enforce any trademark or similar rights in and to the Licensed Asset.
Licensee may not claim the Licensed Asset (or a modification thereof) as its own copyrighted work. For the avoidance of doubt, the original Licensed Asset must be disclaimed in any copyright registration).
The License and License Agreement is limited to the explicitly permitted uses stated within. Technologies and uses existing in the future are reserved and not included within this license.
5. Permitted and prohibited Uses
Uses that are rigorously prohibited:
Nothing mentioned within this License Agreement grants any Licensee any of the following rights. All of them are explicitly retained:
- Resale or Sub-Licensing the Licensed Asset or any modification of it in source file form is rigorously prohibited.
- 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 rigorously prohibited (e.g., as a stock asset or template).
- 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 explicitly permitted) is rigorously prohibited.
- Use the Licensed Asset in any fraudulent, infringing, immoral, offensive, pornographic, harassing, illegal or defamatory material is rigorously prohibited, including (without limitations), any use that:
> may create a risk of loss, harm, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, any other person, or to any animal;
> may create a risk of any other loss or damage to any person or property;
> seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
> may constitute or contribute to a crime or tort;
> contains any content or information that we deem to be abusive, unlawful, racially or ethnically offensive, defamatory, infringing, harmful, invasive of publicity rights or personal privacy, harassing, publicly or otherwise humiliating to other people, profane, threatening, libelous or otherwise objectionable;
> contains any content or information that is illegal (including (without limitations), the disclosure of insider information under securities law or of another party's trade secrets);
> contains any content or information that you do not have rights to make available under any law or under contractual or fiduciary relationships;
> contains any content or information that you know is incorrect and current;
> promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.
False admissions of authorship or/and ownership of the Licensed Asset is rigorously prohibited!
Any other use that is bound or similar to prohibited is rigorously prohibited.
XBOWSKIN.COM reserves the absolute and complete right to determine in its sole discretion as to decide if any use of the Licensed Assets by the Licensee is prohibited under all the terms of this License Agreement and the extent to which the Licensee is in infringement.
Client, or Service Provider, or Other Third Party Use - are strictly prohibited!
Third Party Use Requires Separate Agreement: this License Agreement does not permit sublicensing. You cannot transfer the rights for the Licensed Asset!
6. Important General Legal Provisions
Any and all content available on XBOWSKIN.COM, including (without limitations), the Licensed Asset, is protected under the applicable intellectual property protection laws of Poland, EU and other international copyright and intellectual property laws and applicable treaties. As between the Licensee and the Seller, the Seller retains exclusive ownership of the Licensed Asset, but, following the terms of this License Agreement, grants to Licensee the international, non-exclusive, limited, non-transferrable, non-sublicensable license to use the Licensed Asset as explicitly set above on the terms.
All other rights are reserved by the Seller. Licensee has no right to claim any ownership or other rights to the Licensed Asset or any right to income generated in connection with copying, digital copying or other secondary, prohibited uses of the Licensed Asset. "Purchase" or "sale" (or similar) references - purchasing or selling the Licensed Asset refers only and exclusively to the purchase of this limited license, only according with the terms and conditions and not to the purchase of the underlying copyright or work of the Licensed Asset itself. This Licensee Agreement doesn't grant Licensee ownership or other rights, titles to trademark or any other intellectual property rights (aside from copyright) in the Licensed Asset. Licensee's ownership of the device or/and media on which the Licensed Asset is recorded, if any, is distinct from and doesn't grant any ownership or other rights, titles or interests in and to the design of the Licensed Asset itself.
- terminate using the License Asset,
- delete or destroy any copies,
- if requested, confirm in writing to XBOWSKIN.COM that the listed requirements are completed without delay.
If Licensee uses the Licensed Asset on a social media platform or/and other 3rd party website and the platform and/or website uses (or announces the plan to use it) the Licensed Asset for own purpose or in a way that is not permitted within this License Agreement, the rights that were granted for such use shall immediately terminate. In that case, upon XBOWSKIN.COM’ request, Licensee agrees and won't make any delay with removal of any content from such platform or/and website.
Upon a notice from XBOWSKIN.COM or according to Licensee's knowledge, that a Licensed Asset may be subject to a claim of infringement of a 3rd party's right, XBOWSKIN.COM may require Licensee to immediately, and at Licensee's own expense:
- terminate using the Licensed Asset,
- delete or destroy any copies,
- ensure that Licensee's clients or other do likewise.
XBOWSKIN.COM may provide replacement content to Licensee (determined by XBOWSKIN.COM reasonable commercial judgment) free, as its obligation, subject to the other terms of this License Agreement or any other agreement that may be applicable.
After receiving a reasonable notification, Licensee agrees to provide to XBOWSKIN.COM sample copies of Projects or End Uses that contain Licensed Asset. Here are also included free of charge accesses to any website or/and platform with restricted access containing Licensed Asset reproductions. In addition, XBOWSKIN.COM may, at its own discretion, with own employees or through a 3rd party, audit Licensee's records directly related to this License Agreement and the use of the Licensed Asset in order to verify the compliance with the terms of this License Agreement. If any audit reveals any prohibited uses of the Licensed Asset, you agree to reimburse XBOWSKIN.COM for any and all costs (including fees and disbursements of professional advisors on a full indemnity basis) of conducting the audit and further action.
Disclaimer of Warranties
Licensee's use of the Licensed Asset is at Licensee's own risk. The Licensed Asset is provided "as is" and "as available", without any kind of, whether implied or expressed, warranties. XBOWSKIN.COM hereby disclaim any and all, whether implied or expressed, warranties, statutory or otherwise, including (but not limited to) any warranties of merchantability, non-infringement and fit for particular purpose. The foregoing does not affect any warranties which cannot be limited or/and excluded under ongoing applicable laws.
Limitation on Liability
In no case will XBOWSKIN.COM, its affiliates or other - service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of/in connection with this license agreement, including (without limitations), your ability or inability to use the Licensed Asset, including any incidental, indirect, consequential, special and/or punitive damages, personal injury, loss of revenue, loss of data, pain and/or suffering, loss of profits and/or savings and/or business, emotional distress, loss of goodwill, loss of use and other caused by tort (incl. negligence), intellectual property infringement (of law, contract or otherwise, even if foreseeable). In no case will the liability of XBOWSKIN.COM, its affiliates, service providers, employees, agents, officers or directors for damages of any kind, under any legal theory, arising out of or in connection with this license agreement, including (without limitations), your ability or inability to use, the Licensed Asset, exceed the lesser of the aggregate fees that Licensee paid for the Licensed Asset. This doesn't affect any liability, which cannot be limited and/or excluded under ongoing applicable law.
Licensee agrees to defend, indemnify and hold harmless the XBOWSKIN.COM, its affiliates, 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 limitations), service providers)
- violation of this License Agreement,
- use of the Licensed Asset in violation of law, rules or regulations,
- use of the Licensed Asset violation of 3rd party rights where such violation is due to the modification of the Licensed Asset.
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.
Choice of Law
All matters relating to Licensed Asset and the License Agreement and any dispute or claim arising from or related to (in each case, including (without limitations), non-contractual disputes or claims), shall be governed by and construed in accordance with the laws applicable in Poland, EU or international, without giving effect to any conflict or choice. Any legal suit, action or proceeding arising out of, or related to, the Licensed Asset or this License Agreement shall be instituted exclusively in accordance with the provisions of terms in the License Agreement. Licensee waives any and all objections to the exercise of jurisdiction over Licensee by such courts and to venue in such courts to the maximum extent permitted by law.
With respect to any disputes relating to Licensed Asset and the License Agreement and any dispute or claim arising therefrom or related thereto (in each case, including (without limitations), non-contractual disputes or claims) (collectively, "Claims" and each, a "Claim"), you agree to be bound by XBOWSKIN.COM’ dispute resolution procedure. You should ensure that you read through these provisions carefully as they could affect your rights. Arbitration is final and binding and subject to only very limited review by a court. These dispute resolution provisions will survive the termination of this License Agreement. Before initiating arbitration proceedings, the Licensee, XBOWSKIN.COM will seek to resolve any Claim through good faith negotiations for a period of 30 (thirty) days. In the event that a Claim is not resolved through negotiation, Licensee or XBOWSKIN.COM has the ability to have the Claim resolved exclusively through final and binding arbitration. The location of the arbitration will take place in Boleslawiec, Poland. All administrative fees and expenses of the arbitration shall be divided equally between the parties to the arbitration, and each party shall be solely responsible for the expense of their respective legal and professional advisors, unless the arbitrator determines that a Claim was frivolous in which case, the party that is found to have submitted the frivolous Claim shall be liable for any and all expenses incurred by the other parties. There is no right, authority or any Claim to be arbitrated on a class-action basis or to utilize class-action procedures or to be brought in a purposed representative capacity. Under no circumstances may the arbitrator consolidate one or more person's Claims or otherwise preside over any form of a representative or class proceedings. Such a right is explicitly waived by the License as is the right to request a jury decide on the merits of any claims.
Waiver and Severability
All notices required to be sent to XBOWSKIN.COM under this License Agreement should be sent via email to email@example.com. All notices to Licensee will be sent via email to the address provided by Licensee during account creation or purchase.
XBOWSKIN.COM may modify this License Agreement by posting an updated version on the XBOWSKIN.COM website at any time. The 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:
- Licensee is notified of its option to apply the updated terms to prior purchases and explicitly agrees (for example through clicking "Agree")
- such modification:
> does not adversely affect any rights of Licensee
> will be notified by XBOWSKIN.COM to Licensee with information that it will apply retroactively (via email).
This License Agreement shall not be interpreted against the drafting party.
XBOWSKIN.COM, a registered trademark from Yagodesign Dominika Wolska