DESIGNFUL MARKET LICENSING AGREEMENT

The Designful Market is a marketplace that connects both buyers and sellers can find any Materials of their choice for their irrespective creative project. The Designful Market ltd, Owns and operate’s the Designful Marketplace accessible at designfulmarket.com

This Licensing Agreement (this “Agreement”), is a legally binding agreement between you (“User” or “Licensee”) and Designful Market LTD. (“ Designful Market,” or “we” “us”). By purchasing any License provided on the site, you accept and agree to be bound by the terms of this agreement (“License Agreement” or “Rules”).

If you agree with the terms of the License Agreement, click on “Purchase” button. If you do not agree with the terms of the License Agreement do not click on “Purchase” Button and you will not be provided access to the Materials. By clicking on the “Purchase” button, you are agreeing to be legally bound by all of the terms and conditions of this License Agreement. If you are under the age of 18 but at least 13 years of age, you may download the Materials only with the permission of, and under the supervision of, a parent or legal guardian.

1. Definitions:
   1. “Derivative Work” means a work based upon one or more Digital Asset(s) or Material(s) in any form in which the Digital Asset may be recast, transformed, or adapted.
   2. “Purpose” means personal, commercial purpose, extended commercial and Print on demand POD license purpose and usage.
   3. “Digital Asset” means all Materials, or Digital content, expressly made available for download from time to time on a designated Digital Marketplace website (“ Designated Site”), including by way of illustration only.
   4. “Licensee” The individual/Company that purchase a License on the Designful Market.
   5. “Material” collectively means all content expressly made available by Designful Market on the site e.g the Personal License materials, Commercial License, Extended Commercial License and POD Addon License materials downloadable on the site.
2. Designful Market place offers (3) Three main license and (1) One additional license option granted to you when a user decide to download and purchase a specific license rights of a particular Materials. Below are different licensing option available on the Designful Market Site. The main licenses are Personal License, Commercial License and Extended Commercial License. The POD Addon License is an additional and optional license for print on demand usage. You must purchase one of main license to complete your order. However POD Addon License is optional and you will need to pay extra to get access and use the design on print on demand websites. The POD Addon license comes with Two commercial licenses if you want to use any digital asset on print on demand website you need to buy one of commercial license pluss POD Addon License.
3. Personal Usage License: The “Licensee” who is the individual/single person indicated as the Licensee during the purchase process and Designful Market Ltd (“ Designful Market”) as licensor. This license is design for an Individual and to be used only for Non-commercial use, and the Licensed Asset can be used and accessed by a single person (individual) only, who the Licensee have indicated at the time of purchase. To share the license with multiple individuals for work purpose, then each individual must purchase a separate license to use the Licensed Asset. In simple terms: Licensee agree to use the Licensed Asset purchased only for personal use and can only be used by the Licensee and no body else. For business and/or organization purpose, you are required to purchase the license agreements that permits such use.
   1. Personal Usage License Permitted Use:
      • Only One User/Single User can use the License
      • Cannot be used for commercial purpose;
      • For personal use only, make digital designs with fonts! E.g. (phrases, Words, quotes, names, and many more.
      • For personal use only, you agree to use the license for sublimation designs ONLY which may be used on a finished physical product (not printed transfers).
      • For personal use only, such as Create physical end products with the downloaded material to make (Shirts, signs, mugs, linens, posters, books, jewelry, and more).
      • The Licensee is allowed to only upload, or use the Licensed Asset in a personal server controlled and owned by Licensee, for personal use only
      • A private cloud-based design app, cloud storage service, or digital asset manager account, controlled by the Licensee, for personal use only
      
      In simple terms: the Licensed Asset can only be use by an individual Licensee only, as permitted herein.
   2. Personal Usage Unpermitted Use
      • You may not use, resell, or digitized the Digital Cut Files as Embroidery files.
      • You may not use re-sell, digitized the Fonts may as embroidery files;
      • You may not use, resell, print or transfer the Sublimation designs;
      • You may not convert templates provided to other formats and re-sell as new templates;
      • You may not upload actual font files or any files provided to POD sites;
      • You may not make the downloadable digital files available for anyone
      • You may not use the license granted herein for business or organization purpose;
      • You may not use the license granted herein for Commercial usage
      • You may not use the license on more than one Computer/Server;
      • You may not use the License on a Public Server/Cloud base app/Storage
4. Commercial Use License:This license covers only the use of an Individual with 2000 commercial usage rights granted, as indicated at the time of purchase. Nevertheless, you hold the right to use the Commercial License on a POD site only if you purchase the POD Addon license along with the Commercial License. No user is permitted or authorized to use this license except for the Licensee who paid for the License at the time of purchase. With this license the Individual is granted access to 2,000 Combined Digital and Physical End Products, that can be used by the Licensee and for his/her Commercial Purpose. However, all use of the End Products and Digital End Products (by using fonts) on a public server or with multiple Users is strictly prohibited. You also agree not to resale/sublicense the Licensed Asset in source file form or enter into competition with the Licensed Asset. This license grant you the rights to use the Materials with only one business social media account or Public Server.
   1. Commercial Permitted Use:
      Licensee agree only to use the Commercial Use License; for
      • One User/Single User can only use the License to make and sell physical end products! (Shirts, mugs, signs, posters, linens, jewelry, books, and more) for Commercial purpose
      • A single User is permitted to make and sell digital designs with fonts, such as (Words, names, phrases, quotes, and many more) into Sublimation designs which can ONLY be used on a finished physical product (not printed transfers);
      • The Licensee allows a single user to access and upload, over 2000 commercial usage rights or use the Licensed Asset in A personal server controlled and owned by Licensee.
      • A private cloud-based design app, cloud storage service, or digital asset manager account controlled by the licensee
      
      In simple terms: the Licensed Asset can only be use by an individual Licensee only, but with commercial rights as permitted on the time of purchase.
   2. Commercial Unpermitted Use:
      Licensee agree not to use the Commercial License Asset to
      • You may not grant Multiple User your Commercial Usage rights.
      • You may not digitized the digital cut files and re-sell as embroidery files;
      • You may not digitize the Fonts and re-sell as embroidery files;
      • You may not print the Sublimation designs as transfers and sell;
      • You may not convert templates to other formats and sell as new templates;
      • You may not upload actual font files to POD sites;
      • You may not make grant third-party access to the digital files available to download, other then uploading it to the POD site;
      • You may not resell, sub-license, (re)distribute or share any of the digital files;
      • You may not use the license granted herein for multiple business or organization purpose;
      • You may not use the license granted herein for Multiple Commercial usage;
      • You may not use the license on more than one Computer/Server; Individual Company Cloud;
      • You may not install or embed on third party/Multiple platforms/servers
      
      In simple terms: the Licensed Asset can only be use by a Individual Licensee only, but with commercial rights as permitted on the time of purchase. However, to use the Commercial License on a POD site, you agree to purchase the POD Addon license.
5. Extended Commercial License: This license covers the use of an Individual or Legal Entity (Company) with 25,000 End products, as indicated at the time of purchase, Nevertheless, you hold the right to use the Extended Commercial License on a POD site only if you purchase the POD Addon license along with the Extended Commercial License. The number of permitted users is the number of usage rights authourized and paid for at the time of purchase. With this license the licensee who can be a Company is granted access f25,000 Combined Physical End Products and Digital End Products usage and permitted rights to use the download-able materials for Commercial Purpose. Notwithstanding you agree to purchase the POD addon license to recreate and use the physical end products for commercial purpose on a POD Site.
   1. Extended Commercial Permitted Use:
      As a Team or Company (Licensee), you agree only to use the Extended Commercial License;
      • To create, (download, Make/sell physical end products, like (Books, Shirts, signs, mugs, posters, jewelry, linens and more) personal purpose);
      • Have access to use the End products for commercial purpose;
      • A Team or Company is permitted to make and sell digital designs with fonts, such as (Words, names, phrases, quotes, and many more) into Sublimation designs which can ONLY be used on a finished physical product (not printed transfers);
      • The rights to use the Materials with multiple business social media account and to unlimited impressions of Advertisements.
      • Re-create the physical products for give away, and promotional purpose;
      • The License allows a Team of user to access and upload, over 25000 commercial usage rights or use the Licensed Asset in
      • A multiple server controlled and owned by a Company, Team or
      • A Company cloud-based design app, Company cloud storage service, or digital asset manager account, controlled by the Company,
   2. Extended Commercial Unpermitted Use:
      Licensee agree not to use the Commercial License Asset to
      • You may not grant User outside your Company or Team the Commercial Usage rights;
      • You may not digitized the digital cut files and re-sell as embroidery files;
      • You may not digitize the fonts and re-sell as embroidery files;
      • You may not print the Sublimation designs as transfers and sell;
      • You may not convert templates to other formats and sell as new templates;
      • You may not upload actual font files to POD sites;
      • You may not make the downloadable digital files available for anyone, other then uploading it to the POD site;
      • You may not use the license granted herein for another business or organization outside your Company or Team;
      • You may not use the license on an External Computer/Server/Cloud outside your Team/Company;
6. Print on demand POD Add-on License: The POD License offers a Addon features for both the Commercial License and Extended Commercial License. As a Licensee of the POD Add-on License, you are granted the permission to use any Downloaded Material (Physical End Products/Physical Products) on various Print on Demand websites, and for commercial puposes. This means that you can re-create the file downloaded and upload in other format in crafts and graphics to various POD sites which are different from the original.
   1. POD Add-on License Permitted Use:
      As a Licensee you agree only to use the License;
      • To recreate, modify an existing item according to your preferences and upload (download, print/transfer on a physical item and make variations as well as sell that physical item;
      • You have access to use all End products including all features in Extended Commercial License you purchased are offered for commercial purpose with attribution;
      • The rights to use the Materials and Physical End Products with multiple business social media account Cloud Storage and to unlimited impressions of Advertisements.
      • Right to sell 25000 copies of the physical items that you create using the End Product with variation benefits;
      • You can use all Physical End Product and Physical Products for give away, and promotional purposes;
      • Access to and upload, 25000 commercial usage rights or use the Licensed Asset in A multiple server controlled and owned by a Individual, or
      • A Individual cloud-based design app, cloud storage service, or digital asset manager account, controlled by the Individual,
      
      
      In simple terms: the Licensed Asset granted herein can only be use, reuse, recreate, upload/transfer by only one Individual, with commercial rights as permitted on the time of purchase.
   2. POD Add-on License Unpermitted Use
      Licensee agree not to use the License Asset to
      • You are only permitted to sell physical products only with all POD rights;
      • You may not sell the digital file without making changes, recreating it commercially.
      • You may not sell in a way that directly compete with the original file which you downloaded from Designful Market.
      
      
      You may not allow users of your Team extract the elements that you purchased and use (all designs must remain flattened
7. Attribution: You agree to prominently attribute the source of the Digital Asset in each permitted use or license, either on any file, image, or Digital Asset, or in the credits at the beginning or end of any production or use of the Digital Asset. The attribution should state: “Digital Asset used with ( Designful Market) permission.
8. Payment: All Digital Asset sales are final and cannot be returned. We do not offer Refunds due to the nature of our products and services. Prices, offers and products are subject to availability and may change. You are responsible for paying any applicable taxes and duties, in addition to the price shown on the Website, imposed by any jurisdiction as a result of the License or usage of the Content.
9. Territory: The license granted herein applies worldwide.
10. Intellectual property. You acknowledge that Designful Market is, and at all times shall remain, the sole and exclusive owner of all right, title and interest, including copy of the material, in and to the Materials, and all elements thereof, and in all materials on the Sites, and that ownership of the intellectual property Material will remain vested with Designful Market. You understand that, except as expressly permitted herein, you do not have, nor do you acquire, any right, title or interest in and to the Materials. You must not alter, remove or obscure any copyright or trademark symbol or legend or other proprietary mark on the Digital Asset. You also agree not to circumvent, disable or otherwise interfere with security-related features of Designful Market’s Digital Asset, Sites or features that prevent or restrict use or copying of any website content or site code. Unless otherwise provided in any other agreement or under any other legal relationship you may have with Designful Market or a third-party, you retain copy of the material and other intellectual property with respect to your Digital content, to the extent that you have such Material under applicable law. Any Material not expressly granted herein are reserved.
11. Copyright Materials: All copyrights, trademarks and service marks remain the exclusive property of the trademark or service mark proprietor. If there are any incidental trademarks or logos contained in the Digital Asset, you may not alter these items or use them in any way which implies an association with or an endorsement by the owner(s) of such trademarks, and the inclusion of these incidental trademarks in the Digital Asset does not in any way imply such association with or endorsement of this Digital Asset.
12. Trademarks: The trademarks, trade names, trade dress, logos, and service marks displayed on the Sites, including The Designful Market mark, logos and trade dress are the registered and unregistered trademarks of Designful Market, licensors and vendors and other third parties. This agreement does not grant a trademark license to you and your may not use any of Designful Market’s trademarks or logos.
13. Licensee’s Other Obligations, Warranties and Acknowledgments
    • You are not permitted to claim, hold yourself out, engage in any conduct or make any representation the effect of which would suggest that you are the agent of Designful Market or that you, your company, your commercial endeavors or Your Work is sponsored by, or affiliated with, Designful Market.
    • You warrant and represent that you have the Right and authority to enter into this License Agreement and to fulfill its obligations as set forth herein. You warrant and represent that you are over 18 years old or of the age of majority in your jurisdiction or have permission from your parent or legal guardian to enter into this License Agreement.
    • You further warrant and represents that your Work will not infringe or violate any third-party’s Material.
14. Indemnification. You agree to, and shall, indemnify, defend, and hold harmless Designful Market, and its parent company, subsidiaries, divisions, officers, directors, employees, representatives, agents, independent contractors, assigns and successors-in-interest (collectively “Releasees”) from and against any claim, demand, damage, cost or other expense (including reasonable attorney fees) asserted by any third party due to, arising out of, or in any way related to, any violation by you of this License Agreement, or use or sharing of the Digital Asset by you.
15. Representations, Warranties and Disclaimer. UNLESS OTHERWISE MUTUALLY AGREED TO BY THE PARTIES IN WRITING, DESIGNFUL MARKET OFFERS THE REFERENCED DIGITAL ASSETS, MATERIAL AND OTHER LICENSED WORKS AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE WORK, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, ACCURACY, OR THE PRESENCE OF ABSENCE OF ERRORS, WHETHER OR NOT DISCOVERABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SUCH EXCLUSION MAY NOT APPLY TO YOU.
16. Limitation on Liability. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL DESIGNFUL MARKET BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THIS LICENSE AGREEMENT OR THE USE OF THE DIGITAL ASSET, EVEN IF DESIGNFUL MARKET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, DESIGNFUL MARKET DOES NOT WARRANT THAT THE DIGITAL ASSET ARE FREE OF INACCURACIES, ERRORS, BUGS, INTERRUPTIONS OR OTHER LIMITATIONS, NOR DOES DESIGNFUL MARKET WARRANT THAT ANY SITE OR SERVER THAT MAKES THE DIGITAL ASSET AVAILABLE (COLLECTIVELY THE “SITES”) ARE FREE OF ANY VIRUS OR OTHER HARMFUL COMPONENT. THE ENTIRE RISK ARISING OUT OF THE USE OF THE MATERIALS AT ALL TIMES REMAINS WITH YOU, AND YOU AGREE TO ASSUME THE ENTIRE COST TO YOU OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY ANY VIRUS OR OTHER HARMFUL COMPONENT. INFORMATION ON DESIGNFUL MARKET’S SITES AND PUBLICATIONS, INCLUDING THE MATERIALS, ARE PROVIDED SOLELY FOR INFORMATIONAL PURPOSES. IN NO WAY SHALL DESIGNFUL MARKET OR THE SITES BE CONSIDERED AS CONFORMING WITH ANY STANDARDS OR QUALIFICATIONS PRESCRIBED BY ANY PRIVATE OR GOVERNMENTAL ENTITY.
17. Termination:
    1. This License Agreement and the Material granted hereunder will terminate automatically upon any breach by you of the terms of this License Agreement. Individuals or entities who have received Works from You under this License, however, will not have their licenses terminated provided such individuals or entities remain in full compliance with these Rules.
    2. Designful Market reserves the Right to release the Materials under different license terms or to stop distributing the Digital Asset and/or Material at any time.
18. General Terms
    1. Modifications: Designful Market reserves the right to make changes to this License Agreement at any time, however, Designful Market shall endeavor to provide notification to you in advance of substantive changes becoming effective, such as by posting a notification on the relevant website. If you continue to access and use the Digital Asset and/or Material after the effective date of such changes, then such access and use will be deemed an acceptance of and an agreement to follow and be bound by the License Agreement as changed. The revised License Agreement supersedes all previous version(s). For this reason, we encourage you to review this License Agreement any time you access or use the Digital Asset and/or Material, and recommend that you print a copy for your records. Upon our request, you agree to accept or sign a non-electronic version of this License Agreement.
    2. Choice of Law; Venue; Limitation on Claims. This License Agreement, and any dispute relating to or arising out of it, shall be governed by the United Kingdom laws without regard to the of law provisions. Unless prohibited by applicable law, you agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this License Agreement shall be in the state or federal courts located in England. Any cause of action or claim you may have with respect to this License Agreement must be commenced within one (1) year after the claim or cause of action arises. Designful Market’s failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or Right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. Designful Market may assign its Material and duties under this Agreement to any party at any time without notice to you.
    3. Relationship. Nothing in this Agreement will constitute or be deemed to constitute a partnership, joint venture or agency between the parties.
    4. Invalidity. If any provision of this Agreement is invalid under any law the provision will be limited, narrowed, construed or altered as necessary to render it valid, but only to the extent necessary to achieve such validity. If necessary the invalid provision will be deleted from the Agreement and the remaining provisions will remain in full force and effect.
    5. Entire Agreement: This License Agreement shall supersede any and all prior and existing agreements, whether oral or in writing, hereto with respect to the subject matter hereof, and contains all of the covenants and agreements with respect to the subject matter of this license. You acknowledge that neither Designful Market nor anyone on behalf of Designful Market has made any representations, inducements, promises or agreements, orally or otherwise, respecting the subject matter of this License Agreement which are not embodied herein.