This License Agreement contains the legal terms, and Licensee acknowledges that by completing the purchase process and/or checking “agree”, Licensee has read the entire License Agreement and agrees to the terms herein. Goldfish Girl Creative, LLC offers two types of license agreements and the one selected at the time of purchase applies to Licensee’s use of the Licensed Asset.

This License Agreement states the terms and conditions of Licensee’s non-exclusive and limited copyright license with respect to the digital content (“Licensed Asset”) made available on Goldfishgirlcreative.com and purchased by Licensee. This License Agreement may also apply to digital content that Goldfish Girl Creative, LLC makes available at no charge only if expressly indicated during the initial download for that digital content.

 

1. Parties included in this license agreement

1.1 – This License Agreement is an agreement between:

• The “Licensee” who is the individual person indicated as the licensee during the purchase process
• Goldfish Girl Creative, LLC

1.2 – This is an individual license for Non-commercial use only, and the Licensed Asset may be used and accessed (as permitted in this License Agreement) only by a single individual person, who is the Licensee indicated at the time of purchase. If multiple individuals will work together to use the same Licensed Asset, then each individual must purchase a license for that Licensed Asset. For use by a business, such as an employer, one of the license agreements that permits Commercial use is required.

2. Asset upload

• Licensee may only upload the Licensed Asset to a personal server owned and controlled by Licensee OR a private cloud storage service/ design app, or digital asset manager, account controlled by Licensee, in each case for use of the Licensed Asset by Licensee only, as permitted herein.

3. This License Agreement allows for both Commercial Use and Non-commercial Use. Commercial use and Non-commercial use are defined as follows

3.1 – Commercial Use

• That which involves an exchange of money or other consideration
• That which promotes a business (sole proprietorship, corporation, or partnership), product, or service
• Where financial gain or other consideration is either sought or a result, directly or indirectly, of Licensee’s use of the Licensed Asset

If one or more of the above criteria is met, then the use is deemed Commercial.

3.2 – Non-Commercial Use (Personal)

• Non-commercial Use is a use for solely personal purposes; any use that meets the definition of “Commercial Use” (as described above) cannot be a Non-commercial Use.

4. Permitted uses of Licensed Asset

• An “End Product” of a Licensed Asset means use of the Licensed Asset only as expressly permitted below. Any End Product for Commercial use must: be significantly different than the original Licensed Asset, require time, effort, and skill to produce, and not derive its primary value from the Licensed Asset itself.

4.1 – End Products

• Digital Products for Commercial Use or Non-Commercial Use: Licensee may create digital End Product for resale such as static designs, static website elements for Commercial use or Non-commercial use.
• Digital or Print Publication for Commercial Use or Non-commercial Use: Licensee may use the Licensed Asset in digital or print publications such as (but not limited to) magazines, stationery, photo albums, e-books or e-publications, etc. for Commercial use or Non-commercial use.
• Physical Products for Commercial Use or Non-commercial Use: Licensee may create physical End Products such as (but not limited to) clothing, stationery, stickers, mugs, posters, signs, home decor, etc. for Commercial use or Non-commercial use.
• Product Packaging for Commercial Use of Non-commercial Use: Licensee may create physical or digital End Product used for resale or wholesale such as (but not limited to) boxes, labels, stickers, etc. for Commercial use or Non-commercial use.

4.2 – Social Media, Marketing, and Advertisements

• Personal Social Media for Non-Commercial Use: One (1) personal or individual social media account for Non-commercial use.
• Company Social Media for Commercial Use: One (1) Licensee owned and managed company social media account is allowed for Commercial use.
• Physical Advertisements for Commercial Use: Such as billboards, signage, printed advertisement, etc. for Commercial use.
• Digital Advertisements for Commercial Use: Internet advertisements such as advertisements served by Google Ads, Bings Ads, Facebook Ads, Linkedin Ad, etc. for Commercial use.

5. Prohibited uses of Licensed Assets

5.1 – End Products

• On-Demand Applications (such as print-on-demand and create-on-demand services). Any use that allows anyone other than the Licensee to customize a digital or physical End Product is prohibited, whether for Commercial use or Non-commercial use. This includes (but is not limited to) “print on demand”, “made to order”, or “download on demand” applications.

5.2 – Copyright

• Copyright: Licensee may not claim the Licensed Asset (or a modification thereof) as its own copyrighted work. The original Licensed Asset must be disclaimed in any copyright registration.

6. Acknowledgement

6.1 – The Licensee shall credit Goldfish Girl Creative, LLC when Licensed Asset is distributed, publicly displayed, or used in advertising, either on the copyright page or as a footnote on the page on which the Licensed Asset begins or first appears. Credits need to be legible.

6.2 – How to provide credit: “[Licensed asset] copyright via Goldfish Girl Creative, LLC”

7. Other important legal information

7.1 – Intellectual Property: All digital content available on Goldfishgirlcreative.com, including, without limitation, the Licensed Asset, is protected by United States and international copyright and other laws and treaties. Goldfish Girl Creative, LLC retains ownership of the Licensed Asset, but grants to Licensee the limited, non-exclusive, non-transferrable, and non-sublicensable, copyright to use the Licensed Asset as defined in this License Agreement. Licensee may not claim any ownership in the Licensed Asset itself or any right to revenue from photocopying, digital copying or other secondary uses of the Licensed Asset. Any reference to the “purchase” or “sale” (or similar terms) of the Licensed Asset refers to the purchase of a limited license only and not the purchase of the underlying copyright or work itself. As a licensee, Licensee’s ownership of the media and/or device on which the Licensed Asset is recorded, if any, is distinct from and does not grant any ownership right, title or interest in and to the design of the Licensed Asset itself. This Licensee Agreement does not grant Licensee any rights to copyright or any other intellectual property rights in the Licensed Asset.

7.2 – Governing law

• The law of the state of Maryland governs this agreement(without giving effect to its conflict with law principles).
• Both parties consent to the personal jurisdiction of the state and federal courts of the United States.

7.3 – Termination

• Goldfish Girl Creative, LLC may terminate this License Agreement at any time if Licensee breaches any of the terms of this or any other agreement with Goldfish Girl Creative, LLC.
• Effects of termination: All rights granted by this License Agreement shall immediately end on termination of this agreement. At which point the Licensee shall promptly cease using the License Asset, delete or destroy any copies, and, if requested, confirm to Goldfish Girl Creative, LLC in writing that Licensee has complied with these requirements. If Licensee uses the Licensed Asset on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the Licensed Asset for its own purpose or in a way that is contrary to this License Agreement, the rights granted for such use shall immediately terminate, and in that event, upon Goldfish Girl Creative, LLC’s request, Licensee agrees to remove any content from such platform or website.

7.4 – Content Withdrawal

• Goldfish Girl Creative, LLC may discontinue licensing the Licensed Asset at any time in its sole discretion. Upon notice from Goldfish Girl Creative, LLC, or upon Licensee’s knowledge, that a Licensed Asset may be subject to a claim of infringement of a third party’s right, Goldfish Girl Creative, LLC 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.

7.5 – Audit

• Upon reasonable notice, Licensee agrees to provide to Goldfish Girl Creative, LLC sample copies of projects or End Products that contain Licensed Asset, including by providing Goldfish Girl Creative, LLC with free of charge access to any restricted access website or platform where the Licensed Asset is reproduced. In addition, upon reasonable notice, Goldfish Girl Creative, LLC may, at its discretion, either through its own employees or through a third party, audit Licensee’s records directly related to this License Agreement and Licensee’s use of the Licensed Asset in order to verify compliance with the payment and other terms of this License Agreement.

7.6 – Disclaimer of Warranties

• 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. Goldfish Girl Creative, LLC disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

7.7 – Limitation on Liability

• In no event will Goldfish Girl Creative, LLC, its affiliates or their 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 this license agreement, including, without limitation, your use, or inability to use, the licensed asset, including any 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 goodwill, loss of data, and whether caused by tort (including negligence), intellectual property infringement, breach of contract or otherwise, even if foreseeable. In no event will the liability of Goldfish Girl Creative, LLC, its affiliates or their 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 this license agreement, including, without limitation, your use, or inability to use, the licensed asset, exceed the fees that licensee paid for the licensed asset. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.

7.8 – Indemnification

• Licensee agrees to defend, indemnify and hold harmless Goldfish Girl Creative, LLC, its affiliates, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including but not limited to reasonable attorneys’ fees) arising out of or relating to Licensee’s (or anyone acting on Licensee’s behalf) violation of this License Agreement, use of the Licensed Asset in violation of law, rules or regulations, or use of the Licensed Asset violation of third party rights where such violation is due to the modification of the Licensed Asset.

7.9 – Limitation on Time to File Claims

• To the maximum extent permitted by law, any cause of action or claim you may have arising out of or relating to the licensed asset or this license agreement must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

7.10 – Waiver and Severability

• No waiver of by Goldfish Girl Creative, LLC 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 Goldfish Girl Creative, LLC to assert a right or provision under this License Agreement shall not constitute a waiver of such right or provision.
• If any provision of this License Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the License Agreement, including the Terms of Use, will continue in full force and effect.

7.11 – Entire Agreement

• This License Agreement, together with the Goldfish Girl Creative, LLC Terms and Conditions (“Terms and Conditions”) constitutes the sole and entire agreement between Licensee on the one hand and Goldfish Girl Creative, LLC on the other hand with respect to the Licensed Asset and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Licensed Asset. This License Agreement supersedes any conflicting terms set forth in the Terms of Use with respect to the Licensed Asset.

7.12 – License agreement modifications

• Goldfish Girl Creative, LLC may modify this License Agreement by posting an updated version on the Goldfish Girl Creative website. The then current version of the License Agreement posted at the time of purchase shall apply to purchases (even if the Licensed Asset is downloaded after the License Agreement is updated).

7.13 – Severability

• If any one or more of the provisions contained in this License Agreement is, for any reason, held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this License Agreement, but will be construed as if those invalid, illegal, or unenforceable provisions had never been contained within it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transaction associated with this License Agreement to be unreasonable.

7.14 – Interpretation

• Unless the context requires otherwise, in any part of this License Agreement: “including” (and any of its derivative forms, e.g. “includes”), “e.g.” and “for example” means “including but not limited to”; and use of the singular imports the plural and vice versa. This License Agreement shall not be interpreted against the drafting party.

7.15 – Effectiveness

• This License Agreement is deemed effective upon completion of the purchase process of the Licensed Asset and the Licensee consents to all of the terms of this License Agreement upon checking “agree” during aforementioned purchasing process.