Standard and Extended License Agreement

The following is a legal agreement between you, as individual licensee (hereinafter as “you”) and MalaneNewman.com and Malane Newman Design acting as the licensor hereunder (hereinafter as “Malane Newman”), and determines terms and conditions under which you use raster and vector images or other materials (hereinafter as “File” or “Files”) downloaded on www.malanenewman.com (hereinafter as “Site”) or otherwise made available to you through Malane Newman. By downloading any File, you agree to be bound by the terms of this agreement (hereinafter as “Agreement”).

This is a single seat-license authorizing one natural person to access the account in order to license and use images, whether corporate, enterprise or multi-user  to access the account in order to license and use images.

Malane Newman reserves the right to make changes, additions, corrections and edits to this Agreement in separate parts or in whole at any time and you agree to be bound by such changes. Such changes are legitimate and effective from the moment of their publication. If, for whatever reason, you disagree with this Agreement and do not accept its terms, you may not enter the Site and use its resources.

2. Definition of “Minor Role” and “Major Role” of the File in an Item

The role a File plays in an item is determined by the value the File adds to the item and how much the File influences a customer’s decision to choose this particular item among similar items.

1. A major role: A File is considered to play a major role in an item if the File is a primary, defining, or important part of the item, increases the intrinsic value of the item, or influences a customer’s preference for this particular item.
2. A minor role: A File is considered to play a minor role in an item if the File is an incidental part of the item, does not add significant value to the item and does not influence a customer’s preference for this item.

3. The Standard License

The Standard license allows you to use the downloaded File for the creation of all kinds of items (except Items for Resale or Items for Free Distribution, where the File plays a major role in the item and adds value to it).

Terms:

Examples of Permitted Use:

1. Digital use: sites; advertising banners; screen savers; wallpapers; software (for PC and mobile devices); e-cards; e-mails; e-books; presentations (PowerPoint, Flash, etc.); movies, videos and TV advertising; unofficial logos; personal use; etc.
2. Printed use: advertisements in newspapers and magazines; printed advertising materials; covers and illustrations for books, newspapers, magazines; business cards; flyers; posters; CD/DVD covers; wrappers, labels and product packaging; stationery: folders, notebooks, pens, pencils and stickers; charms; calendars; mugs and glasses; mousepads; T-shirts, clothing; personal non-commercial use; etc.

4. The Extended License

The Extended license includes all permitted uses under the Standard license, does not have any limits on the number of copies, prints or displays and allows you to use the downloaded File for the creation of Items for Resale or Items for Free Distribution in which the File plays a major role in the item and adds value to it.

Terms:

Examples of Permitted Use:

1. Digital use: sites; website templates; advertising banners; screen savers; wallpapers; software (for PC and mobile devices); e-cards; e-mails; e-books; presentations, presentation templates (PowerPoint, Flash, etc.); document templates; any other templates; movies, videos and TV advertising; unofficial logos; items for resale and free distribution; personal non-commercial and commercial use; etc.
2. Printed use: advertisements in newspapers and magazines; printed advertising materials; covers and illustrations for books, newspapers, magazines; books consisting wholly or largely of illustrations; business cards; flyers; posters; CD/DVD covers; wrappers, labels and product packaging; stationery: folders, notebooks, pens, pencils and stickers; charms; calendars; mugs and glasses; mousepads; T-shirts, clothing; items for resale or distribution; personal non-commercial and commercial use; etc.

5. Intellectual Property Rights

MalaneNewman.com’ licenses do not not entitle you to the File’s copyright and/or intellectual property rights. All copyright and/or other intellectual property rights to the File are reserved by Malane Newman and/or the contributor of the File. Additionally, Malane Newman shall grant you the right to download and use watermarked sample free of charge solely for the purpose of evaluation and testing of a File prior to purchase.

6. Prohibited Use of Files

You may NOT:

1. Make the File available for free download on a shared drive, service, software or website for the purpose of exchanging, transferring or distributing;
2. Transfer, resell, sub-license, rent, donate or otherwise transfer the File or rights to it to third parties;
3. Сreate conditions under which the File may be extracted from a product or content;
4. Allow third parties access to the File for further use;
5. Use the unmodified File in an e-format with resolution larger than the display resolution of the intended viewing device;
6. Use the File to create an official logo, company name, trademark or otherwise register any intellectual property rights in and to the Files with any governmental authority or non-governmental organization;
7. Use the File in a way that infringes the File’s intellectual property rights or a third party’s trademark or that would lead to a complaint about deceptive advertising or unfair competition;
8. Use the File for SPAM mailings;
9. Use the File in a way that competes with MalaneNewman.com or Malane Newman Design business;
10. Display, use or post the File in a way that would lead to the conclusion that the intellectual property owner approves of or endorses the items or services of any venture or trademark;
11. Show a character depicted in the File in sensitive scenarios that could reasonably be considered offensive or unflattering (e.g., related to mental and physical deficits, sexual or implied sexual activity or preferences, crime, physical or mental abuse or ailments);
12. Use the File for pornographic, illegal or immoral purposes;
13. Use the File in items or products that could embarrass or humiliate the intellectual property owner;
14. Use the File for advertisement or promotion of tobacco or alcohol products;
15. Display, use or post the File in a way that would lead to the conclusion that the intellectual property owner of the File approves of or endorses any political party, policy, candidate, or elected official.

Any forbidden use of the File shall be considered as copyright infringement. You shall be liable for all damages caused by copyright infringement, including any claims made by third parties. Also, Malane Newman reserves the right to recall your license of any File you have used in a manner considered as copyright infringement.

7. Seat Restrictions

1. The Standard and Extended licenses are single seat licenses. A single-seat license authorizes only one (1) person (user) to download and use Files. However, you are allowed to transfer materials or derivative work containing Files to third parties for reproduction within the scope of the permitted uses, provided they don’t receive any additional rights to the Files and cannot access the Files or extract them from materials you provided.
2. Simultaneous use of the same account on the Site by multiple users is not allowed. Each user who desires to access the Site must have his/her own account.

8. Duration of the Agreement

Your rights to use the File are subject to this Agreement, and you shall enter into this Agreement after having downloaded any File. You have the right to use the downloaded File provided that there are no overdue payments, chargebacks or returned payments by credit card or check on your account. If your account becomes overdue, you shall lose all rights to use the downloaded File until the overdue balance is paid in full, and you must stop using the File or any derivative work and take all necessary efforts to stop using them until the overdue balance is paid in full. In addition, you shall reimburse Malane Newman for all reasonable expenses (including attorneys’ fees or collection services by third party) incurred in the collection of the overdue payments. Malane Newman reserves the right to revoke or modify any license granted by this Agreement or replace any File with a similar/alternative one for any reason.

9. Independent Audit

Malane Newman shall reserve the right to audit use of the File to verify your compliance with this Agreement. You shall make all applicable documents available for such verification. Any such audit shall be carried out at the expense of Malane Newman, unless such audit discloses non-compliance with License Agreement or discloses any overdue payment. In such case, you shall pay your overdue payments in full together with all auditing expenses and interest costs incurred during the audit period.

10. Warranties and Indemnification

1. Malane Newman warrants and guarantees that the File uploaded and used in full compliance with this Agreement does not infringe any copyrights, moral, and intellectual property rights, trademarks, or any third parties’ rights of privacy or publicity.
2. You shall be responsible for using the File and obtaining appropriate licenses for its use. By uploading Files to the Site, Malane Newman’s contributors (authors) guarantee and ensure that they have all necessary copyrights to them. Files on the Site are provided “as is” without warranty of any kind. You assume all risks associated with the quality and the use of the File. Malane Newman shall not be liable for any damages, expenses and losses incurred as a result of your use of File.
3. You agree to indemnify and hold Malane Newman, its officers, employees, shareholders, directors, managers, members, and contributors harmless against any damages or liability of any kind arising from your use of the File or permitted derivative work. You further agree to indemnify Malane Newman for all costs and expenses that Malane Newman incurs in enforcing the terms of this Agreement.
4. Malane Newman’ total maximum aggregate obligation and liability for all claims shall be limited to Five Thousand United States Dollars (USD $5,000).

11. Miscellaneous

1. You warrant and guarantee that you have the full right and authority to enter into this Agreement. If you do not have such a right and authority, all your Site activity will be considered a breach of this Agreement.
2. The validity, interpretation and enforcement of this Agreement, matters arising out of or related to performance or breach of this Agreement, and related matters shall be governed by the internal laws of the State of California (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of this Agreement, matters arising out of or related to performance or breach of this Agreement, and related matters, shall be brought exclusively in the State or Federal courts located in the State California and County of Riverside. All parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect this Agreement.
3. This Agreement constitutes the entire agreement between you and Malane Newman with regard to the subject matter hereof. No waiver, consent, modification or change of terms of this Agreement shall bind Malane Newman unless in writing signed by Malane Newman. By entering into this Agreement, you waive terms set forth in any similar document that are in addition to or at variance with the terms of this Agreement. All such terms are considered by Malane Newman as significant changes of this Agreement and are rejected. If you execute a separate agreement with Malane Newman, concluded with a wet stamp, Malane Newman has the right to change the list of permitted and forbidden ways of using the File. Any such changes will be described and recorded in the amended agreement; however, these changes will not be made to the common Agreement published on the Site.
4. If Malane Newman commences any action or proceeding against you to enforce or interpret this Agreement, Malane Newman shall not be liable for any fees, expenses and attorneys’ fees (including all related costs and expenses), incurred in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
5. This Agreement and the rights and obligations hereunder, may not be assigned, in whole or in part by you, without the prior written consent of Malane Newman, and any unauthorized assignment or transfer shall be prosecuted.
6. This Agreement and all related documents are written in English. Any translation hereof or of any versions in a language other than English shall be for convenience only. In the event of any discrepancy between this English version and any other version, the English version shall supersede.
7. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.
8. By downloading the File, you acknowledge that you have read this Agreement and agree with the other documents governing the work of the Site and the use of Files.
9. Depending on your billing address (indicated in your user profile), IP-address and other similar criteria, your invoices may be payable to Malane Newman

By entering into this Agreement you verify that information you provided to determine your country of residence or registration is complete, true and accurate.

BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT. IN CONSIDERATION OF MALANE NEWMAN AGREEING TO PROVIDE THE FILES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IN THE EVENT OF A BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, MALANE NEWMAN RESERVES THE RIGHT (WITHOUT PRIOR NOTICE) TO SUSPEND YOUR ACCOUNT AND RECALL LICENSES ON DOWNLOADED FILES.

IF YOU HAVE ANY DOUBTS AS TO WHETHER THE INTENDED FILE USE IS COVERED BY A CHOSEN LICENSE, PLEASE CONTACT US FOR CLARIFICATION BEFORE DOWNLOADING ANY FILE.

Effective November 7, 2020