1. Definitions and Parties to the Agreement
1.1 This License Agreement (referred to as this “Agreement” or this “License”) is made effective on the date of purchase between:
1.1.1 The “Licensor” 9 Lives Illustration and:
1.1.2 The “Licensee” defined as the individual or legal business entity as indicated at the time of purchase of the Assets.
1.1.3 Asset(s) are defined as any and all digital or physical assets provided to the Licensee via digital download, email or physical shipping after purchase of any product from 9 Lives Illustration
1.1.4 End Product(s) are defined as physical or digital materials created using the licensed assets, to be viewed, displayed, shared or distributed according to the terms and limitations of this Agreement that are:
1.1.4.1 Significantly different than the original Licensed Asset as determined by 9 Lives Illustration
1.1.4.2 Require time, effort, and skill to produce, and
1.1.4.3 Does not derive its primary value from the Licensed Asset itself and
1.1.4.4 Does not expose the Licensed Asset(s) to accessing, extracting, reproducing or using by any party other than the Licensee
1.1.5 End Product(s) for Sale or Distribution are defined as End Products that the Licensee intends to share, distribute, sell or otherwise offer access to as either digital or physical materials in for monetary compensation, or as free materials offered for promotional purposes where the Licensed Asset(s) add value to the End Product
1.2 A “Seat” or “User” is defined as a single end-user that is permitted to access and use the purchased Asset according to the terms laid out in this agreement.
1.3 Only a single Seat or User as defined above is permitted under this Free License Agreement
2. Non-Commercial (Personal) Use and Commercial Use
2.1 Only Non Commercial use or Personal Use as defined above are allowed under this Free License Agreement
2.2 “Commercial Use” is defined as Any use that promotes any business, legal entity, product, service, or brand (personal or otherwise) where any financial or other compensation is expected or sought by the Licensee or any other third party end user the Licensee may have created digital or physical designs or multimedia for using the licensed Assets
2.3 “Non Commercial Use” or “Personal Use” is defined as Use of the assets for a personal project or independent small scale educational use (Defined in section 2.2.1) that does NOT promote any business, legal entity, product, service, or brand (personal or otherwise) where any financial or other compensation is expected or sought by the Licensee or any other third party end user the Licensee may create digital or physical designs or multimedia for using the licensed Assets
2.3.1 “Independent Small Scale Education Use” refers to a single educator, teacher or instructor who is not directly charging for or profiting from classes or instruction and is independently designing their own digital or physical presentations, courses or instructional videos for limited use in a single classroom or subject. (ie a teacher in a traditional public school teaching environment that wishes to design a worksheet for one-time use in a single class.) This definition does not apply to or cover those selling digital or in-person courses or instruction (ie a Skillshare, Udemy or other online courses) and does not apply to e-learning materials designed for educational institutions, businesses or materials meant to be distributed or used beyond one instructor or classroom.
3. Permitted Uses and Limitations: You MAY create the following categories of End Products or Materials FOR NON COMMERCIAL USE ONLY AS DEFINED IN SECTION 2.3:
3.1 Physical Products (NOT FOR RESALE OR DISTRIBUTION): Licensee may create limited physical end products such as, but not limited to, clothing, cards, invitations, stickers, mugs, stamps, candles, posters, signs, home decor, etc. for personal non-commercial use by the Licensee.
3.1.1 Limits on Reproductions of Physical Products: The number of TOTAL Physical End Products are not to exceed 1000 copies produced.
3.2 Digital Products (NOT FOR RESALE OR DISTRIBUTION): Licensee may create limited digital end products such as but not limited to static designs for display on digital screen(s), digital or electronic invitations or communications of a non commercial nature
3.2.1 Limits on Reproductions of Digital Products: Digital end products must meet the terms in this agreement for Non-Commercial Personal Use AND may not exceed 10,000 TOTAL views or impressions
3.3 Product Packaging: Licensee may create physical or digital packaging such as, but not limited to, boxes, labels, stickers, or containers, etc., for products of a Non-Commercial nature.
3.3.1 Limits on Reproductions of Physical Product Packaging: The number of TOTAL Physical End Products are not to exceed 1000 copies produced.
3.3.2 Limits on Reproductions of Digital Product Packaging: Digital end product packaging must meet the terms defined in this agreement for Non-Commercial Personal Use AND may not exceed 10,000 TOTAL views or impressions
3.4 Digital or Physical Advertisements, Marketing or Promotional Materials such as but not limited to billboards, signage, printed advertisement, etc. or Internet advertisements such as advertisements served by Google Ads, Bings Ads, Facebook Ads, Linkedin Ad, etc. for Non-commercial Use (ie Promoting a Private Personal gathering or event for a family, social or hobbyist group provided the event meets the definition of Non-Commercial as described in section 2.3.)
3.4.1 Limits on Reproductions of Physical Advertisements, Marketing or Promotional Materials: The number of TOTAL Physical Advertisements, Marketing or Promotional Materials produced are not to exceed 1000 copies
3.4.2 Limits on Reproductions of Digital Advertisements, Marketing or Promotional Materials: Total Views of Digital Advertisements, Marketing or Promotional Materials must meet the terms defined in this agreement for Non-Commercial Personal Use AND may not exceed 10,000 TOTAL views or impressions
3.5 Digital or Physical Publication(s): Licensee may use the Licensed Asset in digital or print publications such as magazines, cards, invitations, photo albums, and scrap books, e-books or e-publications, provided the publication meets the definition of Non-Commercial as described in section 2.3.
3.5.1 Limits on Physical Publication(s): The total physical copies of the publication(s) in which the licensed Asset(s) appear may not exceed 1000.
3.5.2 Limits on Digital Publication(s): Digital Publications in which the licensed Asset(s) appear must meet the terms defined in this agreement for Non-Commercial Personal Use AND may not exceed 10,000 TOTAL views or impressions
3.6 Use on Social Media, Websites, Blogs or Applications: Licensed Asset(s) may be used in materials that appear on Social Media, Websites, Blogs or Applications provided the publication meets the definition of Non-Commercial as described in section 2.3. AND provided the licensed Asset(s) are not made vulnerable, extractable or usable to end-users or third parties other than the Licensee
3.6.1 Limits on Social Media, Websites, Blogs or Applications Use: Views of digital materials as outlined above in which the licensed Asset(s) appear may not exceed 10,000 TOTAL views or impressions AND must meet the terms defined in this agreement for Non-Commercial Personal Use
3.7 Use in Streaming, Multimedia, Video or Television Production: Broadcast and streaming via network, cable, internet, satellite, pay-per-view, video on demand or Streaming of motion picture and /audio visual works, is permitted provided the video or multimedia end products meets the definition of Non-Commercial as described in section 2.3.
3.7.1 Limits on Streaming, Multimedia, Video or Television Production: Total Views of Streaming, Multimedia, Video or Television Production in which the licensed Asset(s) appear may not exceed 10,000 views or impressions
3.8 Use in Educational Materials, Presentations, Videos, Manuals and Text Books either Physical or Digital: Licensed Assets may be used in these materials provided that the end product is used by and accessible to only a single instructor, AND provided that the instructor is not selling access to or profiting from said course material and will not be sharing, distributing or selling or using the materials outside their own physical classroom setting. See Details of our “Independent Small Scale Education Use” clause as defined in Section 2.3.1
3.8.1 Limits on Use in Physical Educational Materials, Presentations, Videos, Manuals and Text Books: The total physical copies of the publication(s) in which the licensed Asset(s) appear may not exceed 10,000.
3.8.2 Limits on Use in Digital Educational Materials, Presentations, Videos, Manuals and Text Books: Total Views of Digital Publications in which the licensed Asset(s) appear may not exceed 10,000 views or impressions
4. Prohibited Uses:
4.1 Creating any Physical or Digital End Products for Resale or Distribution as defined in section 1.1.5 is STRICTLY PROHIBITED.
4.2 Using the Licensed Asset(s) in any On-Demand Applications (Such as Print-on-Demand and Create-on-Demand Services) or On Demand Services as defined in section 5.5 is STRICTLY PROHIBITED.
4.3 You MAY NOT use the Licensed Asset(s) to create any of the following End Products FOR COMMERCIAL USE AS DEFINED IN SECTION 2.2: Physical Products (as Defined In 3.1), Digital Products (as Defined In 3.2), Product Packaging (as Defined In 3.3), Digital or Physical Advertisements, Marketing or Promotional Materials (as Defined In 3.4), Digital or Physical Publication(s)(as Defined In 3.5), Use on Social Media, Websites, Blogs or Applications (as Defined In 3.6), Use in Streaming, Multimedia, Video or Television Production (as Defined In 3.7), and Use in Educational Materials, Presentations, Videos, Manuals and Text Books either Physical or Digital (as Defined In 3.8)
5. STRICTLY PROHIBITED USES – This License Agreement DOES NOT grant the Licensee or any other third parties or end-users the rights to any of the following uses:
5.1 Resale, Redistribution or Sublicensing of the Asset(s) is NOT permitted under any license offered by 9 Lives Illustration. This includes modified versions of the original assets as well as any derivative works created using the assets or copied from the assets. Resale, Redistribution or Sublicensing includes but is not limited to:
5.1.1 Making the Asset(s) Public in any way that allows anyone but the Licensee to access, use, modify or store the original Asset(s) or modified versions of the Asset(s) in their original or other useable formats.
5.1.2 Using the assets in a way that leaves the original Asset(s) vulnerable or extractable to end-users or users other than the Licensee (ie hosting, using, posting or sharing un-watermarked versions of any asset that could be downloaded or copied in a useable form by anyone other than the Licensee)
5.1.3 Use in any product that directly competes with the original licensed assets or that is intended to be licensed (ie stock assets, or digital templates)
5.1.4 Use in Applications, Software, Websites, Web Apps or Games that allow users to create end products that use the assets or any modified versions thereof.
5.2 You MAY NOT use the licensed Asset(s) in materials that are fraudulent, misleading, illegal, offensive, threatening, defamatory, hateful or pornographic.This prohibition includes but is not limited to:
5.2.1 Materials that are discriminatory against any race, ethnicity, nationality, gender, sexual orientation, religious or cultural group, disability or any other class protected by law
5.2.1.1 9 Lives Illustration asset MAY NOT be used or licensed by individuals, political parties, religious or cultural organizations that discriminate against any of the classes mentioned in section 5.2.1
5.2.2 Materials that may create risk of physical or emotional injury or harm, or seek to exploit or mislead anyone
5.2.3 Any Materials that may constitute or encourage any criminal acts, violence or harm
5.2.4 Materials that contain information that you know to be untrue, outdated or scientifically and factually inaccurate
5.2.5 Any materials containing information, intellectual property or other materials you do not have the legal right to use or reproduce
5.2.6 Materials of an adult nature, including materials that advertise promote or otherwise contain any explicit or pornographic messages images or media
5.3 You may not falsely represent ownership or authorship of 9 Lives Illustrations assets, copyrighted materials, trademarks, name or any derivative creations thereof
5.4 End Products for Sale or Distribution: THIS LICENSE STRICTLY PROHIBITS ANY USE OF LICENSED ASSETS IN END PRODUCTS FOR SALE AS DEFINED IN SECTION 1.1.5
5.5 On-Demand Applications, Websites, Software or Services
5.5.1 Print-on-Demand: Use of assets in any application, software or website that allows users to customize digital or physical products or so called “Print-on-Demand” applications or sites (ie Zazzle, Red Bubble etc) is strictly prohibited
5.5.2 Services-on-Demand: Use of assets in any on demand service for hire where the end user receives materials that include 9 Lives Illustration assets with minimally customized design applications or template designs is strictly prohibited. This includes but is not limited to design services offered either privately or via applications such as Etsy or Fivver where the value of the product or design is based on 9 Lives Illustration assets.
5.6 You may not use the assets for any other use that is not expressly permitted in Section 3 (Permitted Uses & Limitations)
5.6.1 Future Technologies: Any future technologies not expressly covered in Section 3 Permitted Uses are not covered or allowed under this license agreement
6. Intellectual Property, Copyright and Trademark Considerations
6.1 Copyright: The Licensee may not claim copyright for any assets or modified assets as their own copyrighted work. You must disclaim the original assets(s) (or modifications thereof) as it’s own copyrighted work in any copyright registration claims.
6.2 Trademark: The licensed asset(s) may not be used as part of a trademark, service mark, design mark, trade-name, or similar. The licensee may not register, protect, or enforce any trademark or similar rights over the licensed asset(s) which must be disclaimed in any trademark registration.
6.3 Intellectual Property: All digital content available on 9livesillustration.com is the sole intellectual property of 9 Lives Illustration and is protected by international copyright law and applicable treaties. 9 Lives Illustrations retains full Ownership of the licensed assets while granting the Licensee a non-exclusive, non-transferable limited license to use the assets as described above in section 3 (Permitted Uses and Limitations) All other uses, rights and Ownership are reserved. Licensee may not claim or assert any Ownership of the asset(s) or modifications thereof. All references to the “purchase” or “sale” of products or assets on 9livesillustration.com refers to the purchase of the limited license as described in this agreement only and NOT the purchase of the underlying copyright to the assets or to the work itself.
7. Asset Storage & Third Parties: Sublicensing to third parties is strictly prohibited. In limited cases you may allow access to the licensed assets ONLY AS DETAILED BELOW for clients, service providers and file storage.
7.1 Third Party Service Providers: You may allow limited access to the Licensed Asset(s) to third parties in order to manufacture, market, or distribute completed End Products that meet all of the limitations and allowances of this License Agreement and provided the third party or service provider is prohibited from accessing, extracting, reproducing or using the Licensed Asset in any way other than the lawful production, marketing or distribution of the End Product on behalf of the Licensee
7.2 Providing End Products to a Client: The Licensee is allowed to provide End Products created using Licensed Asset(s) to a Client of Licensee where Licensee transfers to that client a completed End Product (such as a completed website, advertisement, product, or product packaging) provided the Client is prohibited from accessing, extracting, reproducing or using the Licensed Asset in any way and that the End Product meets the limits and restrictions in this License Agreement and will not be altered by the Client or End User in a way that breaks any of the terms of this Agreement.
7.3 Storage of Content: Licensee may use third party storage services (Such as DropBox, google Drive etc.) for cloud based or physical storage and organization of Licensed Asset(s) provided that the Asset(s) are not accessible to third parties that do not hold a valid license to use the Asset(s). Licensee agrees to take every precaution to ensure that the storage of Asset(s) remains secure and inaccessible to non-license holders, including observing proper security measures such as strong password protection of private storage spaces containing the Asset(s)
7.4 Hosting of Content: Licensee may use third party providers, such as hosting providers to host a completed website or website publishers to display completed digital advertisements; PLEASE NOTE: Hosting the Asset(s) in any digital format is subject to limitations as described in section 5 (Strictyl Prohibited Uses) particularly section 5.1 and 5.2. Assets MAY NOT be hosted or displayed in any way that leaves the original asset or any modified version thereof exposed in a useable format to anyone other than the Licensee. (ie large unwatermarked versions of unaltered images)
8. Attribution
8.1 When credit is required: When purchasing any product or asset under the free license credit is required.
8.2 Credit, when required, must be legible and in close proximity to the Licensed Assets when possible and, where applicable, substantially similar in placement and prominence to other credits given
8.3 Credit in Digital documents, applications, multimedia or websites: Where possible and applicable an active hyperlink pointing to 9livesillustration.com must be included in any end products created by the Licensee using the Licensed Assets
8.4 How to provide credit: “Copyright 9 Lives Illustration” (Where applicable this line must be an active hyperlink to 9livesillustration.com)
9. General Legal Provisions
9.1 Termination: This Agreement and the License granted herein commences upon the Date of Purchase and is granted for the Term, unless otherwise terminated by Licensor in the event of any of the following:
9.1.1 if the Licensee is in breach of any term of this License Agreement and has not corrected such breach to Licensor’s reasonable satisfaction within 30 days of Licensor’s notice of the same;
9.2 Termination under this clause shall not affect any other rights or remedies the Licensor may have.
9.3 Content Withdrawal: 9 Lives Illustration may discontinue licensing any product or Licensed Asset at any time at its sole discretion. Upon notice from 9 Lives Illustration, or upon Licensee’s knowledge, that a Licensed Asset may be subject to a claim of infringement of a third party’s right, 9 Lives Illustration may require Licensee to immediately, and at Licensee’s own expense: cease using the Licensed Asset, delete or destroy any copies; and ensure that Licensee’s clients, distributors and/or licensees do likewise. 9 Lives Illustration will provide you with replacement content (determined by 9 Lives Illustration in its reasonable commercial judgment) free of charge, as its sole obligation, subject to the other terms of this License Agreement.
9.4 Limitations of liability: LICENSEE’S USE OF THE LICENSED ASSET IS AT LICENSEE’S OWN RISK. THE LICENSED ASSET IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
To the maximum extent permitted by applicable law, in no event shall the Licensor, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for
9.4.1 any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service; and
9.4.2 any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or User account or the information contained therein;
9.4.3 any errors, mistakes, or inaccuracies of content;
9.4.4 personal injury or property damage, of any nature whatsoever, resulting from User access to or use of the Service;
9.4.5 any unauthorized access to or use of the Licensor’s secure servers and/or any and all personal information stored therein;
9.4.6 any interruption or cessation of transmission to or from the Service;
9.4.7 any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service;
9.4.8 any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or
9.4.9 the defamatory, offensive, or illegal conduct of any User or third party. In no event shall the Licensor, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount paid by User to the Licensor hereunder in the preceding 12 months, or the period of duration of this agreement between the Licensor and User, whichever is shorter.
This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the company has been advised of the possibility of such damage.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, therefore the above limitations or exclusions may not apply to User. The terms give User specific legal rights, and User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law.
9.5 Disclaimer of Warranties: 9livesillustration.com and the products licensed on 9livesillustration.com are provided strictly on an “as is” and “as available” basis. Use of the Service is at Users’ own risk. To the maximum extent permitted by applicable law, the Licensor expressly disclaims all conditions, representations, and warranties — whether express, implied, statutory or otherwise, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. No advice or information, whether oral or written, obtained by user from Licensor or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, the Licensor, its subsidiaries, affiliates, licensors, officers, directors, agents, co-branders, partners, suppliers and employees do not warrant that the content is accurate, reliable or correct; that the Service will meet Users’ requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at users own risk and users shall be solely responsible for any damage to Users’ computer system or mobile device or loss of data that results from such download or Users’ use of the Service.The Licensor does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and the Licensor shall not be a party to or in any way monitor any transaction between Users and third-party providers of products or services. The Service may become inaccessible or it may not function properly with Users’ web browser, mobile device, and/or operating system. The Licensor cannot be held liable for any perceived or actual damages arising from Service content, operation, or use of this Service. Federal law, some states, and other jurisdictions do not allow the exclusion and limitations of certain implied warranties. The above exclusions may not apply to Users. This Agreement gives Users specific legal rights, and Users may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement shall not apply to the extent prohibited by applicable law.
9.6 Indemnification The Licensee agrees to defend, indemnify and hold the Licensor and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, legal fees and expenses, arising from
9.6.1 Licensee’s use of and access to the Service, including any data or content transmitted or received by Licensee;
9.6.2 Licensee’s violation of these terms, including, but not limited to, Licensee’s breach of any of the representations and warranties set forth in these terms;
9.6.3 Licensee’s violation of any third-party rights, including, but not limited to, any right of privacy or intellectual property rights;
9.6.4 Licensee’s violation of any statutory law, rule, or regulation;
9.6.5 any content that is submitted from Licensee’s account, including third party access with Licensee’s unique Licensee Name, password or other security measure, if applicable, including, but not limited to, misleading, false, or inaccurate information;
9.6.6 Licensee’s wilful misconduct; or
9.6.7 statutory provision by Licensee or its affiliates, officers, directors, agents, co-branders, partners, suppliers and employees to the extent allowed by applicable law.
9.7 Choice of Law and Forum All matters relating to Licensed Asset and the License Agreement and any dispute or claim arising therefrom or related thereto (in each case, including, without limitation, non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and treated in all respects as a British Columbia contract. The parties hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the Province of British Columbia and all courts competent to hear appeals therefrom.
9.7.1 Any legal suit, action, or proceeding arising out of, or related to, the Licensed Asset or this License Agreement shall be instituted exclusively in the federal courts of Canada or the courts of the province of British Columbia although we retain the right to bring any suit, action or proceeding against Licensee for breach of this License Agreement in Licensee’s country of residence or any other relevant country. 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.
9.8 Entire Agreement This License Agreement, together with the 9 Lives Illustration Terms of Use and Privacy Policy constitutes the sole and entire agreement between Licensee and 9 Lives Illustration with respect to the Licensed Asset(s) and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Licensed Asset(s). This License Agreement supersedes any conflicting terms set forth in the Terms of Use with respect to the Licensed Asset.
9.9 Waiver and Severability Should any provision of these Terms be deemed or become invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. No waiver of or by 9 Lives Illustration of any term or condition set forth in this License Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of 9 Lives Illustration to assert a right or provision under this License Agreement shall not constitute a waiver of such right or provision.
9.10 Updates & Changes to Licenses and Terms
9.10.1 9 Lives Illustration reserves the right to amend or otherwise modify this License Agreement at any time. In such cases, 9 Lives Illustration will appropriately inform the Licensee of these changes.
9.10.2 Such changes will only affect the relationship with the Licensee in the future.
9.10.3 The continued use of the Service will signify the Licensee’s acceptance of the revised License Agreement. If Licensees do not wish to be bound by the changes, they must stop using the Service. Failure to accept the revised License Agreement, may entitle either party to terminate the Agreement
9.10.4 The applicable previous version will govern the relationship prior to the Licensee’s acceptance. The Licensee can obtain any previous version from 9 Lives Illustration.
9.10.5 If required by applicable law, 9 Lives Illustration will specify the date by which the modified License Agreement will enter into force.
