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Before using our Pro Media tool and downloading assets, you must read our EULA below and choose to accept or decline it.
PRO DOWNLOADS End-User License Agreement
This End-User License Agreement (hereinafter “Agreement”) is made and entered into by and between SignWarehouse Inc. (“Company”) and Pro Member (“User”) who downloads or uses the Content (as defined below), with Company and User each referred to as a “Party” and collectively the “Parties.”
By downloading, copying, installing, or otherwise using the Content from the Company website, https://signwarehouse.com/, User hereby agrees to be bound by the terms of this Agreement listed below.
- The Content
The Content is proprietary to Company and is protected by intellectual property laws, other proprietary rights, international treaties and laws of the United States and other jurisdictions. User’s access to the Content is licensed and not sold. Company reserves all rights not expressly granted to User. “Content” means any single image, photograph, illustration, animation, clipart, footage clip, audio clip, font, or any other audio or visual content, obtained from Company’s website, https://signwarehouse.com/, and shall include all metadata including keywords, descriptions, and captions associated therewith.
- License Grant
When User downloads Content from Company’s website, https://signwarehouse.com/, Company grants User a non-transferable, non-exclusive, non-sublicensable right to use, modify, and reproduce the Content worldwide during the term of this License, subject to User’s compliance with the terms and limitations of this Agreement. No ownership or copyright in any Content shall transfer to User by the grant of license contained in this Agreement. Each download of digital content by User may only be used once and only for one application. Subsequent uses by User will require separate digital downloads.
- Licensee Fee and Term
User agrees to pay to Company an annual License fee of $199.00 for the use of this Content. This fee is an annual fee and is due and owing at the earlier of either the date this Agreement is signed on behalf of User or the date of the first download of any Content by User (License Date). This License is limited to no more than 10 digital downloads of Content in any calendar month in which this License is active. User agrees that once the License Term expires and is not renewed, it will cease all use of any Content previously obtained and any works which employ the use of any Content will be destroyed. Similarly, User will destroy any Content in its possession previously obtained once its License Term expires and is not renewed. The License Term of this License shall begin on the License Date and continue for one calendar 2
year thereafter. That initial term may be renewed at the sole discretion of the Company and upon receipt by the company of the payment of the License Fee by the User. The company reserves the right to modify the amount of the License Fee in its sole discretion.
- Intellectual Property
- Ownership. Company retains all title, ownership, interests and intellectual property rights, including all copyrights, trademarks, and patents, as applicable, in and to the Content and any accompanying media and printed materials. To the extent the Content contains any materials licensed from third parties, third party suppliers may own such licensed materials. Company retains all rights not expressly granted to User in this Agreement. User acknowledges that any intellectual property developed using all or part of the Content, including, but not limited to, any source code, images, photographs, animations, video, audio, music, and text incorporated into the Content, is owned by Company. User further acknowledges that User is acquiring only a limited license to use the Content and not any title to or ownership of the Content or any part thereof and that the Content is proprietary to and copyrighted by Company.
- Logos and Trademarks. Except for linking to Company’s website(s), User may not use any of Company’s logos or trademarks, whether or not such mark(s) are registered, without prior written approval from Company. This includes use on printed materials of any kind as well as electronic mediums such as Internet web pages or email. Furthermore, the use of the Company’s name (or any derivative thereof) in User’s URL, business name, or the names of any add-on products or services User may be offering independent of Company is strictly prohibited, unless prior written approval from Company is obtained. The unauthorized use of Company’s name in paid targeted keyword advertising campaigns on search engines is also prohibited.
- User Rights and Restrictions
- Permitted Uses. During the License Term, User may, subject to the Prohibited Uses listed below, use, alter, crop, modify, or adapt the Content only in connection with the following:
- i. Print media (provided that such use is not intended to allow the re-distribution or re-use of the Content), including advertising and promotional materials, editorial publications, books, magazines, newspapers, and newsletters;
- ii. Multimedia presentations, including film and video presentations, and broadcast and theatrical exhibitions;
- iii. Internet, intranet, online or web-based media;
- iv. Reproductions for personal use, provided they are not for resale, license, or other distribution;
- v. Documents in connection with User’s business, such as business cards, letterhead, brochures, catalogs, advertising or promotional posters, displays for use in conventions and trade shows, provided the Content is not incorporated into or functions as a logo, trademark, or service mark;
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- vi. Derivative works incorporating the Content, provided User acknowledges that the right to produce derivative works incorporating the Content in no way grants to User or any other party any right to the intellectual property or other rights to the Content; and
- vii. Additional uses approved in writing by Company.
Any use of the Content that is not a Permitted Use shall constitute copyright infringement, entitling Company to exercise all rights and remedies available to it under copyright laws around the world. User shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
- Prohibited Uses. User may not rent, lease, lend, distribute, assign, sublicense, resell or transfer to any third party the Content to anyone else, except as explicitly provided in this Agreement. In addition to the foregoing, the following uses are prohibited:
- i. User may not use any Content in a way that violates this Agreement or in a way that infringes any intellectual property right (such as copyright, trademark, or other intellectual property rights) or other right (such as publicity rights);
- ii. User may not use any Content in a way that would allow claims of deceptive advertising or unfair competition;
- iii. User may not use any Content in a way that would result in a third party’s claim that it acquired rights in the Content that are contrary to this Agreement (for example if User creates an end product for a client, User may not attempt to assign all rights or license exclusive rights in the Content to the client);
- iv. User may not falsely represent or imply that any Content was created by it or a person other than the creator(s) of that Content;
- v. User may not use the Content as a trademark, service mark, logo or trade dress, claim trademark, service mark or trade dress rights, or attempt to register or otherwise protect as a trademark, service mark or trade dress any end product that incorporates the Content;
- vi. User may not use any Content in a way that implies that the contributor and/or creator of the Content (or the persons or property appearing in the Content, if any) endorses any political, economic or other opinion-based movements or parties;
- vii. If User uses Content on a social media platform or other third-party website, and the website uses (or announces that it plans to use) the Content in a way that is contrary to this Agreement, User agrees to promptly remove all end products incorporating the Content from the site. User also agrees to promptly notify Company of any such use;
- viii. User may not use, reproduce, distribute, perform, modify, or display the Content (or the models, trademarks and/or property depicted) in any way that is unlawful, libelous, slanderous, defamatory, obscene, illegal, indecent, harmful, abusive, racially or ethnically offensive, deceptive, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), or threatening;
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- ix. User may not use the Content in a way that promotes bigotry, hatred, physical harm of any kind against any group or individual, or in any way that Company determines to be objectionable in its reasonable discretion; and
- x. User may not use any Content in a pornographic, deceptive or defamatory context. User may not portray any person depicted in the Content in a bad light or in a manner that a reasonable person would find offensive. This includes (but is not limited to) use of the Content in or in connection with pornography, tobacco ads, adult entertainment venues, adult videos, club escort. User may not use any Content in a way that implies that any person depicted in the Content has a mental or physical illness or impairment, or in a way that defames the depicted person. User may not portray the person depicted in the Content engaging in immoral or criminal activities. The Content may not be used with any unlawful, offensive, or immoral content.
Upon Company’s request, if Company reasonably believes that User is in violation of this Agreement, User must, at its own cost, immediately remove the Content from any unauthorized location or use.
- Modifications and Amendments
Company reserves the right to update, modify, alter or amend the Content and this Agreement at any time during the term of the Agreement. Any such changes shall be made available to User in the same way as the Content is made available to User, and shall be subject to all of the terms and conditions of the Agreement. Company reserves the right to charge an additional fee for such upgrades. User acknowledges that any updates or modifications made by Company at the request of User are the sole property of Company and subject to the terms of this Agreement. In addition, User hereby transfers and assigns to Company any rights User may have to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User to Company or Company’s representatives.
- Disclaimer of Warranties
THE CONTENT AND THE ACCOMPANYING FILES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. COMPANY AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THAT THE CONTENT WILL BE UNITERRUPTED OR ERROR FREE, NOR DOES COMPANY OR ITS SUPPLIERS MAKE ANY WARRANTY AS TO THE PERFORMANCE OR RESULTS USER MAY OBTAIN BY USING THE CONTENT OR SUCH FILES. COMPANY AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN RELATION TO THE CONTENT.
- Limitation of Liability
User hereby assumes the entire risk of using the Content. ANY LIABILITY OF COMPANY WILL BE LIMITED EXCLUSIVELY TO THE GREATER OF $100 OR THE AMOUNT, IF 5
ANY, PAID BY OR DUE FROM USER TO COMPANY DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM. IN NO EVENT WILL COMPANY OR ITS SUPPLIERS BE LIABLE TO USER FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A COMPANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
- Termination
- Termination. This Agreement is effective upon User’s acceptance as set forth herein and shall continue in full force until terminated as specified herein. User may terminate this Agreement for any reason upon sixty (60) days prior written notice to Company in which case no amount of any License Fee is due to User. If User fails to comply with the terms and conditions of this Agreement, without prejudice to any other rights, Company reserves the right, in its sole discretion, and with or without notice, to: (i) remove or disable access to all or any portion of the Content; (ii) suspend or deactivate User's use of the Content; and (iii) terminate this Agreement. Company may terminate this Agreement by providing the User with written notice at least sixty (60) days prior to the end of the year following the effective date of this Agreement, and within the sixty (60) day period preceding the end of any subsequent year.
- User’s Obligations. Termination of this Agreement shall not relieve User of any obligations under this Agreement.
- Default. In the event User defaults in any obligation in this Agreement (“Default”), Company shall give User written notice of such Default. If the Default is not cured to the reasonable satisfaction of Company within thirty (30) days of receipt of the notice (or such other time agreed to in writing by the parties), Company may terminate this Agreement pursuant to the terms outlined herein.
- Governing Law and Dispute Resolution
- Governing Law. This Agreement shall be governed by the laws of the State of New York.
- Dispute Resolution. Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the Parties in accordance with AAA rules. The arbitration shall be conducted by telephone or online. The arbitrator shall apply the laws of New York to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the Parties, and may be entered in any court of competent jurisdiction for enforcement. 6
- Limitation. No action, regardless of form, arising out of this Agreement may be brought by either Party more than two (2) years after the claim or cause of action has accrued, provided that such two-year period shall be extended by any period of time in which the Party allegedly in Default appears to be investigating or correcting the Default.
- Indemnification
User agrees to indemnify, hold harmless and defend Company, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to: (a) this Agreement; (b) User’s use of the Content, including any data or work transmitted or received by User; and (c) any unacceptable use of the Content, including, without limitation, any statement, data or content made, transmitted or republished by User which is prohibited as unacceptable at Section 4(b).
- Assignment
Neither this Agreement nor any rights or obligations hereunder may be assigned by User, except as expressly provided otherwise herein, or with the prior written consent of Company.
- Miscellaneous
- Headings. Headings used throughout the Agreement are provided for convenience only and will not be used to construe meaning or intent.
- Severability. If any provision (other than a provision relating to any payment obligation) of this Agreement or the application hereof or thereof to any persons or circumstances is, to any extent, held invalid or unenforceable, the remainder of this Agreement or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable will not be affected thereby, and each provision of this Agreement will be valid and enforceable to the extent permitted by law.
- Entire Agreement. This Agreement constitutes, as of the effective date of this Agreement, the full and complete statement of the agreement of the Parties with respect to the subject matter hereof and supersedes any previous or contemporaneous agreements, understandings or communications, whether written or oral, relating to such subject matter.
- Amendment. Company shall have the right, at any time and without notice, to add or modify the terms of this Agreement, simply by delivering such amended terms to User by email at the address provided to Company by User. User’s access to or use of the Content after the date such amended terms are delivered to User shall be deemed to constitute acceptance of such amended terms. 7
