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StandardFRESHFLYERS LLC ROYALTY-FREE END USER LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND FRESHFLYERS LLC (HEREINAFTER REFERRED TO AS "FRESHFLYERS"). 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.
1. Grant of STANDARD License. Subject to your compliance with the terms of this Agreement:
- FreshFlyers 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 FreshFlyers.
2. Restrictions. 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 FreshFlyers 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 FreshFlyers.
- 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. FreshFlyers 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. FreshFlyers 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. 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 FreshFlyers' and FreshFlyers' third party FreshFlyers' proprietary rights and a breach of this Agreement which entitles FreshFlyers to rescind this Agreement and seek damages from you and your employer, as applicable.
5. 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.
6. Unauthorized Use of Products. You agree to indemnify and hold FreshFlyers, 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 FreshFlyers, or for your breach of any of the terms of this Agreement.