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TheHungryJPEG LICENSE ("License")
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 THEHUNGRYJPEG.
This License is an agreement between TheHungryJPEG Limited ("TheHungryJPEG") conducting business or transactions through and as THEHUNGRYJPEG.COM (“the Site”) and the user ("You") who downloads Content (as defined below) from any of 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 Content is copyrighted and may be owned by a third party, partner/contributor or supplier, 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 ("Update"). Each Update will be dated and indicated on the Site, and such indication shall serve as effective notification to You. Continued (i) download of Content from the Site (or receipt of Content from TheHungryJPEG or its approved affiliates, upon request); or (ii) registration of user account, after two (2) weeks of such Update will constitute your unconditional acceptance of the Update.
You have agreed to be bound by the terms and conditions of this Agreement and by downloading any of the Content from TheHungryJPEG, You acknowledge that You have read, understood, and accepted the terms and conditions of this Agreement.
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. TheHungryJPEG Representation.
3. Licensee Representation - You represent and warrant that:
Subject to the terms herein, TheHungryJPEG grants You a non-exclusive, royalty-free, worldwide, perpetual, non-transferable sub-license/license to use, Reproduce, modify, publish and display downloaded Content according to the terms and condition of this Agreement.
For the avoidance of doubt and clarity, in the event, if the Content is to be used by multiple users within your organisation then You shall purchase the Content based on how many users shall be using it. For example, if there are five (5) designers within your organization who wish to use the Content then You will be required to purchase five (5) of those Content thus obtaining five (5) individual licenses for the use of the Content by your respective designers.
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.
7. Permitted Usage.
Permitted uses include the use, modification, Reproduction and/or display of Content (in each case, without any rights of resale) in relation to the following Licensed Works:-
|Uses||Examples of Licensed Works|
|Craft / Cut Files||
8. Additional Rights.
To facilitate Your use of Content to Reproduce Licensed Works, You may also:
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 Content
Infringe TheHungryJPEG’s Intellectual Property Rights
Extract Content Illegally
Use Content Illegally or in a way that would bring TheHungryJPEG into disrepute
Use Content to Derogate Persons / Property
Resell Licensed Works
10. Unilateral Action
You understand and agree that TheHungryJPEG may, in its sole discretion:
This License is effective until it is terminated. You can terminate this Agreement by:
TheHungryJPEG 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 TheHungryJPEG and confirm in writing to TheHungryJPEG that the foregoing requirements have been completed.
You agree that neither TheHungryJPEG 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 Content even if such parties have been advised, or advised of the possibility, of such damages.
THE CONTENTS 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 TheHungryJPEG and its officers, directors, employees, owners, agents, representatives, licensors, and anyone else associated with TheHungryJPEG 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 Content and the Site or any breach or alleged breach of any representation, warranty, or other promise / obligation made by You in this License.
14. TheHungryJPEG Indemnity.
Provided that You have not breached the terms of this License, TheHungryJPEG 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 TheHungryJPEG's 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 Content downloaded and used by You pursuant to this Agreement violate TheHungryJPEG's warranties and representations contained herein. This indemnification is on the condition that You give TheHungryJPEG:
TheHungryJPEG shall not be responsible for any claim settled without TheHungryJPEG's consent or any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.
15. Liability Cap.
TheHungryJPEG's maximum aggregate obligation and liability to You for all claims (assessed collectively) under paragraph 14 shall be limited to Twenty-Five ThousandUnited States Dollars (US$25,000.00) or the total amount of the license fees paid by You for the Content whichever the lower ("Liability Cap").
You shall be entitled to license the Content at the rates and/or pricing as per check out. This rate and/or pricing may be reviewed and amended by TheHungryJPEG from time to time, in its sole discretion.
17. Unauthorized Use.
The representations and the warranties made by TheHungryJPEG in this Agreement apply only to the Content as delivered by TheHungryJPEG and will be invalid if the Content 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.
This Agreement shall be governed by the laws of Singapore, without regard to the conflict of laws principles.
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 arbitrator shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.
You acknowledge and agree that any breach of any covenant, representations and warranties contained in this Agreement would cause irreparable injury to TheHungryJPEG such that damages and remedies under Singapore 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 Singapore, 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 TheHungryJPEG 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 TheHungryJPEG regarding its subject matter. 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 Content.