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This License Agreement contains important legal terms, and Licensee acknowledges that by completing the purchase process, Licensee has read the entire License Agreement and agrees to the terms herein, including, without limitation Section 8 (Important General Legal Provisions). This license agreement 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 Flathaus.com by the Designer and purchased by Licensee. The Licensed Asset will be emailed to you at the account email address Flathaus has on file along with a link to this License Agreement; retain this for your records. This License Agreement also applies to digital content that Flathaus makes available at no charge (e.g., for promotional purposes).
1. PARTIES TO THE LICENSE AGREEMENT; NUMBER OF USERS (OR SEATS)
1.1 - This License Agreement is an agreement between:
(a) The “Licensee” who is the individual person indicated as the licensee during the purchase process
(b) Flathaus.com (“Flathaus”) on behalf of the seller (“Interior Designer”) as licensor.
1.2 - This is an individual license for Non-commercial use (as defined below) 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.
2. ASSET MANAGEMENT
Licensee may only upload the Licensed Asset to (i) a personal server owned and controlled by Licensee or (ii) a private cloud storage service, in each case for use of the Licensed Asset by Licensee only, as permitted herein.
3. THIS LICENSE AGREEMENT PERMITS NON-COMMERCIAL (PERSONAL) USE ONLY; COMMERCIAL USE AND NON-COMMERCIAL USE DEFINED
This License Agreement permits only Non-commercial use of the Licensed Asset, as expressly specified in Section 4 (Permitted Uses and Quantity/Impression Limitations); all Commercial use is expressly prohibited.
“Commercial” use is any use: (i) that involves an exchange of money or other consideration, (ii) that promotes a business (e.g., sole proprietorship, corporation, or partnership), product, or service, or (iii) where financial gain or other consideration is either sought or a result, directly or indirectly, of Licensee’s use of the Licensed Asset. If any one or more of the criteria in (i), (ii), and (iii) 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” can not be a Non-commercial use.
4. PERMITTED USES AND QUANTITY/IMPRESSION LIMITATIONS
An “End Use” of a Licensed Asset means use of the Licensed Asset only as expressly permitted below:
4.1 - End Products for Non-Commercial Use
Residential Renovations: Licensee may use the Licensed Asset to complete a renovation located at a residence in which the Licensee is the owner, for Non-commercial use only.
5. PROHIBITED USES (these uses may be available with a commercial license or custom license, contact Flathaus to find out more):
5.1 - Distribution for Non-commercial or Commercial Use
Any use that allows anyone other than the Licensee, to have access to the Licensed Asset with intention of use for influencing a renovation other than that of the Licensee is prohibited. This includes, but is not limited to, "posting or sharing of the Licensed Asset via the internet" "sharing the Licensed Asset on social media platforms".
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).
The license is limited to the expressly permitted uses stated in this License Agreement: future-existing technologies and uses are expressly reserved and not included within the scope of the license.
6. STRICTLY PROHIBITED USES. Nothing in this License Agreement grants Licensee any of the following rights, all of which rights are expressly retained:
6.1 - Resale or Sub-Licensing the Licensed Asset or any modification of it in source file form is strictly prohibited.
6.2 - Resale or Sub-Licensing of the Licensed Asset or any modification of it in a way that is directly competitive with the original Licensed Asset is strictly prohibited (e.g., as a stock asset or template).
6.3 - Making public or sharing the Licensed Asset in any way that allows others to download, extract, or redistribute Licensed Asset as a standalone file (meaning just the content file itself, separate from the project or end use that is expressly permitted) is strictly prohibited.
6.4 - Use the Licensed Asset in: pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive, or defamatory material, is strictly prohibited, including, without limitation, any use of the Licensed Asset that:
(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
(ii) may create a risk of any other loss or damage to any person or property;
(iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
(iv) may constitute or contribute to a crime or tort;
(v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;
(vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
(vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
(viii) contains any information or content that you know is not correct and current; or
(ix) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.
6.6 - Any other use that is not expressly permitted in Section 4 (Permitted Uses and Quantity/Impression Limitations) is strictly prohibited.
7. CLIENT, SERVICE PROVIDER, AND OTHER THIRD PARTY USE PROHIBITED (Third party use requires the third party to obtain its own license unless a custom license is purchased)
7.1 - Third Party Use Requires Separate License.
This License Agreement does not permit sub-licensing.
8. IMPORTANT GENERAL LEGAL PROVISIONS
8.1 - Intellectual Property
All digital content available on flathaus.com, including, without limitation, the Licensed Asset, is protected by Canada and international copyright and other laws and treaties. As between you and the Interior Designer, the Interior Designer 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 expressly set forth above on the terms herein. All other rights, as between Licensee, the Interior Designer, and Flathaus are reserved by the Interior Designer and Flathaus. Licensee may not assert any ownership in the Licensed Asset itself nor any right to revenue. 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 trademark or any other intellectual property rights (aside from copyright) in the Licensed Asset.
8.2 - Termination
Flathaus may terminate this License Agreement at any time if Licensee breaches any of the terms of this or any other agreement with Flathaus, in which case Licensee must immediately: cease using the License Asset; delete or destroy any copies; and, if requested, confirm to Flathaus in writing that Licensee has complied with these requirements. If Licensee uploads or shares the Licensed Asset on a social media platform or other third party website the rights granted for such use shall immediately terminate, and in that event, upon Flathaus’ request, Licensee agrees to remove any content from such platform or website.
8.3 - Content Withdrawal
Flathaus may discontinue licensing the Licensed Asset at any time in its sole discretion. Upon notice from Flathaus, or upon Licensee’s knowledge, that a Licensed Asset may be subject to a claim of infringement of a third party’s right, Flathaus 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 contractors, trades, suppliers, retailers do that same. Flathaus will provide you with replacement content (determined by Flathaus in its reasonable commercial judgment) free of charge, as its sole obligation, subject to the other terms of this License Agreement.
8.4 - 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. FLATHAUS AND THE INTERIOR DESIGNER HEREBY 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.
8.5 - Limitation on Liability
IN NO EVENT WILL FLATHAUS, ITS AFFILIATES OR THEIR LICENSORS (INCLUDING, WITHOUT LIMITATION, THE INTERIOR DESIGNERS), 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 FLATHAUS, ITS AFFILIATES OR THEIR LICENSORS (INCLUDING, WITHOUT LIMITATION, THE INTERIOR DESIGNERS), 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.
8.6 - Indemnification
Licensee agrees to defend, indemnify and hold harmless Flathaus, its affiliates, licensors (including, without limitation, Interior Designers) 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, including, without limitation, service providers) (i) violation of this License Agreement, (ii) use of the Licensed Asset in violation of law, rules or regulations, or (iii) use of the Licensed Asset violation of third party rights where such violation is due to the modification of the Licensed Asset.
8.7 - 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.
8.8 - 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 internal laws of the Province of British Columbia without giving effect to any choice or conflict of law provision or rule (whether of the Province of British Columbia or any other jurisdiction). 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.
8.9 - Arbitration
AT FLATHAUS' SOLE DISCRETION, EXCEPT TO THE EXTENT PROHIBITED BY LAW, FLATHAUS MAY REQUIRE LICENSEE TO SUBMIT ANY DISPUTES ARISING FROM THE USE OF THE LICENSED ASSET AND THIS LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE RULES OF ARBITRATION OF THE CANADIAN ARBITRATION ASSOCIATION APPLYING BRITISH COLUMBIA, CANADA LAW.
8.10 - Waiver and Severability
No waiver of by Flathaus 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 Flathaus to assert a right or provision under this License Agreement shall not constitute a waiver of such right or provision.
8.11 - Entire Agreement
This License Agreement, together with the Flathaus Terms of Service (“Terms of Service”) constitutes the sole and entire agreement between Licensee on the one hand and Flathaus and the Interior Designer 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 Service with respect to the Licensed Asset.
8.12 - Notices
All notices required to be sent to Flathaus under this License Agreement should be sent via email to email@example.com All notices to Licensee will be sent via email to the address provided by Licensee during account creation or purchase.
8.13 - Modifications
Flathaus may modify this License Agreement by posting an updated version on the Flathaus 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). Updated versions of the License Agreement shall not apply retroactively to prior purchases unless either (1) Licensee is notified of its option to apply the updated terms to prior purchases and expressly agrees (e.g., via clicking “Agree”) or (2) such modification (i) does not adversely affect any rights of Licensee and (ii) Flathaus notifies Licensee of the changes and that they will apply retroactively (e.g., via email to the address on file).
8.14 - Interpretation
Unless the context requires otherwise, in any part of this License Agreement: (i) "including" (and any of its derivative forms, e.g. "includes"), "e.g." and "for example" means "including but not limited to"; and (ii) use of the singular imports the plural and vice versa. This License Agreement shall not be interpreted against the drafting party.