Complete License Agreement
(hereinafter referred to as the “Agreement”)
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF ANY PRODUCT OR SERVICE OF CRAFT BUNDLES.
This License is an agreement between Inmagine Lab Pte. Ltd. (“Craft Bundles”) conducting business or transactions through and as craftbundles.com (“the Site”) and the user (“You”) who downloads Item(s) (as defined below) from the Site. You may not allow anyone else to use your username or password. Each use/activity/transaction originating from Your username/account will be attributed to and be held responsible by You, regardless of whether such use/activity/transaction was known to or approved by You. You must not use any automated means to access, log-in or register accounts on the Site.
You understand that the Item is copyrighted and may be owned by a third party, and any unauthorised use by You may be an infringement of such copyright. We reserve the right to amend, change, alter, substitute or otherwise modify the terms and conditions of this Agreement (and other terms and conditions, guidelines or policies at the Site) at any time. Such changes are effective from the moment of their publication. If, for whatever reason, You do not accept the changes, You may not enter the Site and use its resources.
If You are purchasing on behalf of a licensee (“Licensee”), You hereby represent and warrant that You are authorized to act on behalf of such Licensee and have full authority to bind the Licensee to this Agreement. If the Licensee fails to abide by the Agreement, You shall be personally and fully liable on a joint and several basis for such failure and any resulting damage or claim. For the purpose of this Agreement, all terms and conditions of the Agreement as applicable to You shall apply equally to the Licensee (as the case may be).
2. Craft Bundles Representation.
a. Craft Bundles represents to the best of its knowledge that it owns all rights or has all requisite authority, including all copyrights, in and to the Item or, is authorized to license the Item under the terms and conditions of this Agreement; provided, however, that such representation will be deemed inapplicable with regards to Item which is found to be subject to the ownership or rights of any third party (other than CraftBundles) without the reasonable knowledge or fault of Craft Bundles. The copyright and all other rights of the Item shall remain with Craft Bundles and its respective suppliers. However such representation will be deemed inapplicable with regards to Item which does not carry the corresponding model / property release in relation to the Item which prevents the Item from the intended use.
b. Craft Bundles and the Item are made available to you “AS IS”, “AS AVAILABLE”, and “WITH ALL FAULTS”. Craft Bundles, its employees, directors, and officers, and anyone else associated with Craft Bundles disclaims, to the fullest extent permitted by law, any and all warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, or that your usage of Craft Bundles will be uninterrupted, error free of computer viruses or other damaging materials. When you access and acquire Item you do so at your risk. Craft Bundles, its employees and officers, and anyone else acting on behalf of Craft Bundles also disclaims any and all common-law duties, including without limitation duties of reasonable care and workmanlike effort. Craft Bundles, its employees, directors, and officers, and anyone acting on behalf of Craft Bundles make no representation or warranty as to your right to use any individual’s name, likeness, and/or image appearing in the Item without first obtaining appropriate rights from such individual.
i. You understand and acknowledge that neither Craft Bundles, its employees, directors, and officers, nor anyone acting on behalf of the Site has made any representation or warranty that Your use of Item will not infringe or violate the trademark rights of any third party, or constitute a false designation of origin or any other form of unfair competition, and
ii. You understand that You should seek competent counsel before using Item on or in connection with any goods or services or for any other commercial purposes.
3. Licensee Representation – You represent and warrant that:
a. You are at least 18 years of age and have the right to enter into this License.
b. You will not use the Item in any way that is not permitted by this License.
c. Your use of the Item will not violate any applicable law or regulation of any country, state or other governmental entity.
d. Information You provide to Craft Bundles is accurate and true, including, without limitation, all payment and billing information.
e. Except as otherwise stated in this License, any account(s) opened or maintained by You on the Site will only be accessed and used by You for the purposes and on terms stipulated in this License.
Subject to the terms herein, Craft Bundles grants You a non-exclusive, royalty-free, worldwide, perpetual, non-transferable, non-sublicense/ to use, Reproduce, modify, publish and display downloaded Item according to the terms and condition of this Agreement.
5. Single User Account Only.
This Agreement only allows the creation and registration of a Single User Account. You may not allow anyone else to use Your username or password.
a. “Item(s)” is defined as cut files, fonts, bundles, any other product introduced from time to time, and any combination thereof, owned by Craft Bundles or its authorized contributors which have been made available on the Site.
b. “End Product” means the genuine end-product or end derivative work that has been created by or on behalf of You or Your client, using independent skill and effort and that incorporates Item and other material, and which Item shall be inseparable (to the extent commercially and reasonably possible) from the End Product to be a Standalone Item
c. “Reproduce(d)” means any form of copying or publication of the whole or a part of any Item by whatever means (which includes distortion, alteration, cropping, editing, incorporation or manipulation of any part of the Item) to create a finished derivative product.
d. “Standalone Item” means the unaltered and unmodified Item in the original form downloaded from the Site, including the same Item at a different resolution.
7. Permitted Usage.
The Items are made available to You through and via several types of licenses of which contain the respective permitted usages and restrictions as per the following:
a. Cut File (SVG, DXF, EPS & PNG format)
Upon the expiry of this Yearly Membership, You shall be required to renew this Yearly Membership accordingly to continue usage of the Cut Files and/or Licensed Works. Failure to do so will be considered a material breach of this Agreement and shall allow Craft Bundles to terminate this Agreement pursuant to Clause 11 below.
|Digital Use Membership
Upon the expiry of this Digital Use Membership, You shall be required to renew this Digital Use Membership accordingly to continue usage of the Cut Files and/or Licensed Works. Failure to do so will be considered a material breach of this Agreement and shall allow Craft Bundles to terminate this Agreement pursuant to Clause 11 below.
|Digital Use Membership
Upon the expiry of this Digital Use Membership, You shall be required to renew this Digital Use Membership accordingly to continue usage of the Font and/or Licensed Works. Failure to do so will be considered a material breach of this Agreement and shall allow Craft Bundles to terminate this Agreement pursuant to Clause 11 below.
8. Additional Rights.
To facilitate Your use of the Item to Reproduce End Products, You may also:
a. “Client Work:” utilize Item to produce End Products on behalf of clients (e.g., advertisements by a graphic designer).
b. Procurement obtain a License to the Item on behalf of the client, provided the client is similarly fully subject to and bound by the terms of the License.
c. Representative obtain a License on behalf of Your employer, company, group or affiliate, provided such other party is similarly fully subject to and bound by the terms of the License.
d. Subcontract transfer Item obtained from the Site to Your subcontractors or employees temporarily to produce End Products strictly on Your behalf, provided such other party abides by the restrictions in this License.
Other than as specifically permitted in paragraphs 7 and 8 herein, You may NOT:
|Sublicense, sell or transfer any rights in License
|Sell, share, license, assign or distribute the Item as a Standalone Item regardless of format type
|Infringe Craft Bundles’ Intellectual Property Rights
|Extract the Item Illegally
|Use the Item Illegally or in a way that would bring Craft Bundles into disrepute
|Use the Item to Derogate Persons / Property
10. Unilateral Action
You understand and agree that Craft Bundles may, in its sole discretion:
a. monitor anything you download from or upload to the Site, as frequently as Craft Bundles in its sole discretion determines, for any violation of this Agreement;
b. limit downloads to a fixed amount of total downloads per 24 hour period, per User, as to ensure the best possible service to all Craft Bundles subscribers;
c. track any abuse of Your username and password in connection with the Site or in connection with this Agreement;
d. terminate Your account immediately if we detect You are using, or are trying to use any automated means to download Item; and
e. terminate Your account, without notice, if it finds what Craft Bundles believes to be any violation of this Agreement and/or any abuse of Your username and password. If Your account is terminated for any violation of this Agreement and/or any abuse of a username or password, You shall lose all rights to Craft Bundles Item, must immediately delete all Item acquired from Craft Bundles, and forfeit all fees paid.
This License is effective until it is terminated. You can terminate this Agreement by:
a. deleting and destroying all Item downloaded by You and in Your possession, and any End Product(s), and copies / accompanying materials thereof; and;
b. ceasing to use the Item for any purpose.;
Craft Bundles can terminate this Agreement without notice to You if You fail to comply with any of the terms and conditions of the Agreement. Upon such termination, You must immediately carry out paragraphs 11(a) and (b) above with or without further notice by Craft Bundles and confirm in writing to Craft Bundles that the foregoing requirements have been completed.
You agree that neither Craft Bundles nor their respective affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than You), shall be liable for any general, punitive, special, incidental, indirect or consequential damages or loss of profits or any other damages, costs or losses arising from any use or non-use of the Item even if such parties have been advised, or advised of the possibility, of such damages.
THE ITEMS AND SITE ARE PROVIDED “AS IS, AS AVAILABLE, WITH ALL FAULTS” BASIS AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS LICENSE, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13. Licensee Indemnity.
Notwithstanding anything to the contrary in this License, You agree to fully defend, indemnify and hold Craft Bundles and its officers, directors, employees, owners, agents, representatives, licensors, and anyone else associated with Craft Bundles and each of their successors, (sub)licensees (other than You), and assigns free and harmless from any and all claims (including, without limitation, third party claims), liabilities, costs, losses, damages, or expenses, including reasonable attorneys’ fees and expenses, arising in connection with Your use of the Item and the Site or any breach or alleged breach of any representation, warranty, or other promise / obligation made by You in this License.
14. Craft Bundles Indemnity.
Provided that You have not breached the terms of this License, Craft Bundles agrees to defend, indemnify, and hold You harmless up to the Liability Cap (defined below). Such indemnification shall only apply to claims for damages directly attributable to Craft Bundles’ breach of the warranties and representations in this Agreement, together with the expenses (including reasonable attorneys’ fees), arising out of or directly connected to any valid actual or threatened third party lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of unaltered Item downloaded and used by You pursuant to this Agreement violate Craft Bundles’ warranties and representations contained herein. This indemnification is on the condition that You give Craft Bundles:
a. no later than five (5) business days written notice from the date You know or reasonably should have known of the claim or threatened claim, where such notification must include all details of the claim then known to You and emailed to info@CraftBundles.com, Attention: General Counsel;
b. full information, assistance and cooperation for the defense or settlement thereof; and
c. at Craft Bundles’ option, sole control of any defense, settlement or action related thereto.
Craft Bundles shall not be responsible for any claim settled without Craft Bundles’ consent or any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.
15. Liability Cap.
Craft Bundles’ maximum aggregate obligation and liability to You for all claims (assessed collectively) under paragraph 14 shall be limited to Twenty-Five Thousand United States Dollars (US$25,000.00) or the total amount of the license fees paid by You for the Item whichever the lower (“Liability Cap“).
You shall be entitled to license the Item at the rates and/or pricing as per check out. This rate and/or pricing may be reviewed and amended by Craft Bundles from time to time, in its sole discretion.
17. Unauthorized Use.
The representations and the warranties made by Craft Bundles in this Agreement apply only to the Item as delivered by Craft Bundles and will be invalid if the Item is used by You in any manner not specifically authorized in this Agreement or if You are otherwise in breach of this Agreement.
18. Governing Law and Dispute Resolution.
a. This Agreement shall be governed by the laws of Singapore, without regard to the conflict of laws principles.
b. All disputes arising out of or in connection with the performance of this Agreement shall be settled through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days after the commencement of negotiations, the parties agree that the dispute shall be settled by arbitration in Singapore under the Singapore International Arbitration Centre (“SIAC”) administered SIAC Arbitration Rules in force when the notice of arbitration is submitted in accordance with these rules. The number of the arbitrator shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.
c. You acknowledge and agree that any breach of any covenant, representations and warranties contained in this Agreement would cause irreparable injury to Craft Bundles such that damages and remedies under Hong Kong Law for any breach of any such covenant would be inadequate. You further acknowledge and agree that the arbitral tribunal may order any interim measure it deems necessary or proper in accordance with the applicable laws of Hong Kong, including without limitation, any injunctive or enjoining procedural orders or interlocutory awards.
You shall not assign Your rights or interests under this Agreement to any third party without the Craft Bundles prior written consent in each instance; except that You may assign Your rights, interests and obligations hereunder to any similarly financially responsible entity that is either (i) an affiliate of You, (ii) the surviving entity of a merger, consolidation or plan or reorganization in which You participates, or (iii) to the purchaser of all or substantially all of the assets of You, provided such assignee agrees to assume in writing such Your rights and obligations under this Agreement.
20. No Third Party Rights.
Any person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to or identified, in this Agreement) shall have no right whatsoever to enforce this Agreement or any of its terms.
21. Entire Agreement.
This Agreement constitutes the entire agreement between You and Craft Bundles regarding its subject matter and supersedes any previous written or oral agreement between You and Craft Bundles. Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Agreement will be construed to most closely give effect to the parties’ intention. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
This Agreement is written in English with a reference translation in another language (if necessary). In the event of any conflict in interpreting or construing the terms of this Agreement, the English version shall prevail.
23. Electronic Agreement.
You have agreed and reaffirm Your agreement to this License electronically by downloading the Item.
Last Updated: 4 May 2021