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End User License Agreement – Commercial+

End User License Agreement
Commercial+

PLEASE READ THESE LICENSE TERMS CAREFULLY

This License Agreement (the ‘Agreement’) is a legal agreement between SIA Supply Family (Reg. Nr. 50203292501) of Malu iela 6-1A, Riga, LV-1058, Latvia (Licensor, us or we) and you (Licensee), also individually referred to as the ‘Party’ and collectively as the ‘Parties’ for:

  • Supply Family mockups, graphics and other digital design assets licensed under the Commercial+ license (the ‘Product’).

AGREED TERMS

  1. DEFINITIONS
    1. “Agent(s)” means partners, directors, shareholders, affiliates, officers, agents, contractors, sub-contractors and/or employees of an Entity.
    2. “Authorized User” or “Seat” means an individual who is permitted to use the Product under this license. The maximum number of Authorized Users is 40.
    3. “End Product” means a work you create using the Product that is not the Product itself. This includes, but is not limited to, physical media including CDs, CD packaging, DVDs, DVD packaging, printed books, book covers, commercial films, movies and theatrical presentations, editorial media including printed magazines, newspapers, editorials and newsletters, prints, posters, calendars, stationery, clothing, t-shirts, hats, website templates, application templates, business cards, brochures and greeting cards.
    4. “Entity” means an organization possessing separate and distinct legal rights, such as a partnership or corporation.
    5. “Generative Artificial Intelligence (AI)” means artificial intelligence models capable of generating new content such as computer codes, texts, images, audios and videos.
    6. “Materials” means designs, images, presentations, showcases, portfolios and other works created with the Product.
    7. “Paid Advertisement” means paid promotional placements, including but not limited to social media advertisements, TV commercials, web banners and digital billboards.
    8. “Product” means the mockup, graphic or other digital design asset licensed to you under this Agreement, including any files, scenes, templates and associated materials made available for download.
    9. “Project(s)” means works and projects you create using the Product.
  1. NO EXPIRY

There is no expiry to this license. You may use the Product worldwide with no further licensing costs other than the payment for the Product, subject to the seat, End Product sales and other limits in this Agreement.

  1. AUTHORITY
    1. If you are an individual, by accepting the terms of this Agreement, you represent and warrant that you are of legal age to form a binding contract.
    2. If you are an Entity;
      1. the rights granted under this Agreement are granted to that Entity;
      2. you represent and warrant that the individual completing and accepting this Agreement is an authorized representative to enter into this Agreement and can legally bind your Entity; and
      3. to the extent that one or more of your Agents have access to the Product, you will ensure that your Agents comply with this Agreement, and you will be responsible and liable for any breach of this Agreement by any Agent.
  1. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all intellectual property rights in the Product throughout the world belong to creators/vendors who publish the Product on Supply.Family, that rights in the Product are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Product other than the right to use the Product in accordance with the terms of this Agreement.

  1. GRANT AND SCOPE OF LICENSE, MINOR CHANGES, UPDATES
    1. Subject to the restrictions set out in this Agreement, you may copy and use the Product in works and projects you create (“Project(s)”).
    2. For the purpose of this license the following are Authorized Users:
      1. If you are acting in an individual capacity, you may only share the Product with up to 40 Authorized Users in total, including you, where you are collaborating with external parties in the creation of your Project and you need to share the Product for that purpose, provided that any external party that receives the Product may only use it in your Project and must secure and limit access to the Product for that purpose.
      2. If you are purchasing the Product on behalf of an Entity, you may only share the Product with up to 40 Agents.
    3. For any other use of the Product by any other party, that party must purchase a license to the Product.
    4. In consideration of you agreeing to abide by the terms of this Agreement, the Licensor hereby grants to you a non-exclusive, worldwide, non-transferable, non-sublicensable license to use the Product in accordance with this Agreement.
    5. You may: (a) download, store and use the Product on computers and other devices used by Authorized Users; (b) use the Product in personal and commercial Projects, including printed and digital designs, visual images, presentations, showcases and portfolios; (c) modify the Product as part of creating your Projects; (d) create, copy, edit, view, print and distribute Materials and End Products made with the Product; (e) use the Product in an unlimited number of personal or client Projects; (f) use the Product in Paid Advertisement; (g) embed or use the Product as a visual asset in desktop and mobile applications; (h) sell End Products up to 250,000 instances; and (i) make back-ups for internal purposes only. We reserve all rights not expressly granted to you under this Agreement.
    6. If the number of Authorized Users exceeds 40 seats, or if sales of End Products exceed 250,000 instances, you must contact us at [email protected] to obtain a Corporate license before continuing that use.
    7. This license permits use of the Product only by the Authorized Users. The Product cannot be shared with others except the Authorized Users.
    8. If you develop Projects that incorporate or use the Product, you may only distribute those Projects as expressly permitted in Sections 5 and 6.
  1. RESTRICTIONS
    1. Except as expressly set out in this Agreement or as permitted by any local law, you undertake not to (and not attempt to):
      1. sell, distribute, rent, lease, or transfer or otherwise make the Product or any part of the Product available to others to use, download or copy on a “stand-alone basis” which means the Project must reasonably add value beyond the value of the Product, and the Product must be merely a component of the Project and not the primary focus of the Project;
      2. share the original Product files with third parties outside the Authorized Users / licensed seats;
      3. make the Product available as a standalone downloadable asset;
      4. use the Product to create a competing product, template, scene, or asset intended for resale or redistribution as a standalone digital product;
      5. use the Product in violation of applicable law;
      6. use the Product in any manner which violates third party rights;
      7. remove, disable, circumvent, or modify any proprietary notice or label included in the Product;
      8. claim ownership of the original Product or its intellectual property; and
      9. collect, aggregate, mine, scrape or otherwise use the Product (i) in datasets utilized by Generative AI Programs; (ii) in the development of Generative AI Programs; or (iii) as inputs to Generative AI Programs.
  1. NO SUPPORT
    1. We have no obligation to provide updates or support. In exceptional circumstances we may provide support at our sole discretion. For any of your support queries, please contact us through [email protected].
    2. We may provide updates at our sole discretion.
    3. We do not have any obligation to make new versions of the Product available, or to continue to make available for access or download any versions of the Product.
  1. INTERRUPTIONS AND ERRORS

Your use of the Product might be interrupted and might not be free of errors.

  1. LIMITATION OF LIABILITY
    1. We shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
      1. loss of profits, sales, business, or revenue;
      2. business interruption;
      3. loss of anticipated savings;
      4. wasted expenditure;
      5. loss or corruption of data or information;
      6. loss of business opportunity, goodwill or reputation;
      7. any special, indirect, or consequential loss, damage, charges or expenses.
    2. This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Product. Except as expressly stated in this Agreement, there are no conditions, warranties, representations, or other terms, express or implied, that are binding on us. Any condition, warranty, representation, or other term concerning the supply of the Product which might otherwise be implied into, or incorporated in, this license whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
    3. In no event will we, our licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Product, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of reputation, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
    4. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.
  1. LIMITED WARRANTY
    1. Your use of the Product is at your own risk. The Product is provided on an “AS IS” and “AS AVAILABLE” basis, without any warranties of any kind, either express or implied. Neither us nor any person associated with us makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Product.
    2. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.
  1. INDEMNITY

You will indemnify, defend, and hold harmless the Licensor, and our respective officers, employees, representatives, and agents from any and all claims, actions, suits, proceedings, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) relating to or arising out of your use of the Product or breach of the terms and conditions of this Agreement, your violation of the rights of a third party, including but not limited to intellectual property rights.

  1. TERMINATION
    1. We may terminate this Agreement immediately by written notice to you if you commit a material or persistent breach of this license which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so or if you do not complete payment for the Product or any payment you make is refunded, reversed or cancelled for any reason.
    2. Upon termination for any reason:
      1. all rights granted to you under this Agreement shall cease;
      2. you and the Authorized Users must cease all activities authorized by this Agreement; and
      3. you and the Authorized Users must immediately and permanently delete or remove the Product from all computer equipment in your possession and immediately destroy all copies of the Product then in your possession, custody, or control.
    3. Terminating this Agreement does not change any of the following terms:
      1. Intellectual Property; and
      2. Indemnity.
  1. TERMS AND CONDITIONS

This Agreement applies in conjunction with Supply Family Terms and Conditions. If there is any inconsistency between this Agreement and the Terms and Conditions, this Agreement will apply to the extent necessary to resolve the inconsistency.

  1. COMMUNICATIONS BETWEEN US
    1. If you wish to contact us in writing, or if any condition in this Agreement requires you to give us notice in writing, you can send this to us by email at [email protected]. We will confirm receipt of this by contacting you in writing, normally by email.
    2. If we have to contact you or give you notice in writing, we will do so by email or to the email address you provide or confirm to us.
  1. MISCELLANEOUS
    1. We may transfer our rights and obligations under this Agreement to another organization, but this will not affect your rights or our obligations under this Agreement.
    2. If we make changes to this Agreement, you are not required to accept the amended Agreement, and this Agreement will continue to govern your use of the Product you already have access to.
    3. You may only transfer your rights or your obligations under this Agreement to another person if we agree in writing.
    4. Save for clause 13, this Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.
    5. You acknowledge that in entering this Agreement you do not rely on and shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.
    6. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this license.
    7. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    8. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
    9. Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
  1. RELATIONSHIP OF THE PARTIES

Nothing in this Agreement will be construed to constitute either Party an agent of the other Party. Without limiting the foregoing, neither Party will have authority to act for or to bind the other Party in any way, including to make representations or warranties or to execute agreements on behalf of the other Party. This Agreement will not be construed to create an association, joint venture, or partnership between the Parties or to impose any partnership obligation or liability upon any Party.

  1. GOVERNING LAW AND JURISDICTION
    1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
    2. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
    3. All disputes will be settled in English.
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