Standard license agreement
This agreement covers the products you license from Webalys, unless and until we enter into a new agreement that expressly replaces this one. If you use the Webalys products as an employee/partner of or for the benefit of your company, you represent that you have the power and authority to accept this agreement on behalf of your company. Your company will be the licensee under this agreement. By downloading or installing or using the Webalys products, you consent to the terms and conditions of this agreement on behalf of yourself and the company on whose behalf you will use the Webalys products provided under this agreement. The effective date of this agreement is the date that you first download, install or use the Webalys products. If you do not agree to the terms and conditions of this agreement or if you do not have the power and authority to accept the terms and conditions of this agreement on behalf of your company, you may not use the Webalys products and Webalys is unwilling to provide you with them.
a) Agreement –
This License Agreement which shall be in effect and bind you and Webalys the moment you download or buy the licensed products of Webalys; unless another agreement expressly replaces it.
b) Webalys –
is the company that has produced, created the ‘Streamline’ illustrations for personal and commercial use and under this License Agreement is extending it for further use.
c) ‘You’/ ‘Your’ –
You are the client of Webalys if you are visiting the site of Webalys and have the intention of licensing the ‘Streamline’ illustrations for your personal or commercial use. ‘You’ may be an individual, a company, employees of a company, partners of a company or freelancers hired to work. This definition is not comprehensive although it includes all of the above but may not be limited to it.
d) Employees/ Partners/ Team Members –
are employees/ partners of a company, partnership firm who are employed by that company in some manner, working on a project/ website/ template and need to use the ‘Streamline’ illustrations to integrate them into the company’s projects/ website for further commercial use and profit of the Company. They are clearly distinguished from the ‘End Users’ of Webalys products defined in 1(e).
Only five (5) such employees/ partners/ team members are allowed to use the ‘Streamline’ illustrations at one time unless the company purchases an Extended License on their behalf to increase such users. This definition is not comprehensive although it includes all of the above but may not be limited to it.
e) Users/ End Users –
The End Users may also be the users of the projects/ websites developed by the companies or partnership firms mentioned in 1(b) and (d) where the illustrations have already been integrated into such projects.
There is no limit on the number of such End Users who may use/visit such projects/websites.
f) Products –
The ‘Streamline’ illustrations designed, created and made available by the proprietor of Webalys on Webalys website. The Products are not sold but are licensed for further use. All the intellectual property rights with regards to the Products lie with the proprietor of Webalys. These product may be available for free download as per the Agreement.
g) Intellectual Property –
intellectual property (IP) refers to creations of the mind, such as inventions; literary and artistic works; designs; and symbols, names and images used in commerce. In this case, ‘Webalys’ in all artistic forms and all of its proprietary information and/or designs available on the website belong to the proprietor of Webalys. Any intentional or un-intentional use or misuse of these Intellectual property without the permission of Webalys may attract legal actions and consequences.
2) Products and Services
- a) The Webalys products that you may license or use free of cost under this agreement are identified hereunder that you and Webalys enter into from time to time under this agreement. These products and services may include (but are not limited to):
- i) Streamline UX illustrations. Free illustrations - You can download the free pack provided by Webalys and use it for personal and/or commercial for any number of projects.
- ii) Streamline UX illustrations. Standard License – illustrations can be used in any number of projects/ website as long as they are limited to a MAXIMUM of 50 illustrations per project/ website. If you need more than 50 illustrations in one project/ website, you may have to buy an extended license. Up to five (5) employees/ partners in a company or partnership firm are allowed to use the Streamline UX illustrations.
- iii) Streamline UX illustrations. Extended License – If you have more than five (5) employees/ partners who may need to use the Streamline UX illustrations in the company’s project/ venture, then you have to buy an ‘Extended License’. All the terms of this License Agreement are also valid and extend to the ‘Extended License’.
- b) You have to purchase both the licenses – Extended License and Unlimited Icon License – if you wish to use more than 50 illustrations for more than 5 employees/ partners
- c) For all the above products and licenses, you will receive a download link in your registered email id as soon as the payment is completed as per the license you may have purchased. This link shall be valid for a period of one year.
3) Your License Rights
Your License Rights: When you purchase a license to a Licensed Product, upon its delivery you will have a non-exclusive right to:
- i) Install the Licensed Product on one or more computers;
- ii) Allow more than one employee/ partner to use the Streamline UX illustrations if the license permits so.
- iii) Modify in shape, size, color, and/or file/format.
- iv) Use them in unlimited personal or commercial use as per the license purchased.
- v) make a reasonable number of copies of the licensed Product solely for backup or archival purposes
- vi) Make, develop, sell integrated designs, software, services, web-based products only to the extent that the Licensed Products are integrated/ embedded into the new creation and is not in the original form as the licensed Product.
You may not (and may not allow anyone else to):
- a) Cannot sell them as individual products solely for the purpose of re-selling.
- b) Cannot modify their original design/artwork so as to render them unrecognizable from their original state with the goal to resell them
- c) Cannot be sublicensed, rented or transferred or assigned to anyone without express permit.
- d) Cannot use illustrations to sell products like patterns, stickers or t-shirts where Streamline UX illustrations may provide the most and/or only commercial value to that product.
- e) Use the licensed Product or its output to develop or enhance any product that competes with a Webalys product
Your right to use the licensed Product is conditioned upon your timely payment of the full amount of Fees due for the Licensed Product and your compliance with the terms of this agreement, including the following restrictions.
6) Transfers and Assignments
You may not transfer or assign your license rights to any other person in any manner (by assignment, operation of law or otherwise) unless you have obtained written consent from Webalys. If you attempt to transfer or assign any of your license rights without Webalys's consent, the transfer or assignment will be ineffective, null, and void (and you will be in material breach of this agreement).
All products of Webalys are provided "as is," without any warranty of any kind, and webalys further disclaims all other warranties, express, implied or statutory, with respect to open source software, including but not limited to the implied warranties of non-infringement, merchantability and fitness for a particular purpose. Webalys shall not have any liability for any direct, indirect, incidental, special, exemplary, or consequential damages (including without limitation lost profits), however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use or distribution of the open source software, even if advised of the possibility of such damages.
8) Order and Delivery
Ordering Webalys Products:
You may order the Licensed Products at any time by submitting an order to Webalys through Webalys's on-line ordering system or as otherwise directed by Webalys. When using Webalys's on-line ordering system, you shall be responsible for ensuring that all information you provide is accurate and complete and that any person placing an order on your behalf has your authority to do so. Once you submit an order, you may not cancel or change it. Your order must indicate which products you want to purchase (including, in the case of Licensed Products, the type of license, the quantity, the License Term) and any other information Webalys would need to fulfill your order. Webalys may, in its reasonable discretion, accept or reject your order. Webalys may accept your order by sending you written or electronic notice of acceptance or simply by fulfilling your order. If you wish to take a refund of your payment, Webalys refunds in 30 days from the date the final and successful payment was made in full. Webalys follows a no-question policy.
All payments are to be done in U.S. dollar currency through the on-line ordering and payment system on Webalys website. As soon as a successful payment is established, an email shall be sent on your registered email id with the download link for the purchased license and further information.
a) Confidentiality Obligations:
Each party (you and Webalys) agrees to abide by the following confidentiality obligations with respect to the other party's Confidential Information:
i) do not disclose it to any third party unless (i) the other party has given its specific and express prior written approval, (ii) the disclosure is expressly allowed under this agreement, or (iii) the disclosure is necessary to comply with a valid court order or subpoena;
ii) do not use it for any reason other than to exercise its rights and perform its obligation under this agreement; and
- iii) protect it from unauthorized dissemination in the same manner as that party protects its own Confidential Information, and in any event with reasonable precautions (which include limiting access to employees and contractors on a "need-to-know" basis).
b) Mandatory Disclosures:
If you believe you must disclose Webalys's Confidential Information in order to comply with a valid court order or subpoena, you must promptly notify Webalys and cooperate with Webalys if Webalys chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed. Webalys will do the same if it believes it must disclose your Confidential Information in these circumstances.
11) Term and Termination
a) Term of Agreement:
The term of this agreement will begin on the effective date that you first use the products and will be in effect in perpetuity unless this agreement is terminated sooner by either party.
b) ights to Terminate:
Each party has the right to terminate this agreement, by giving written notice of termination to the other party, if (a) the other party breaches this agreement and (b) either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching party within 15 days after receiving written notice of the breach from the non-breaching party
c) Consequences of Termination:
If and when either you or Webalys terminates this agreement, any purchases in effect at that time will also terminate. When this agreement, expires or is terminated:
- i) immediately cease all use of the Licensed Products
- ii) promptly return to Webalys or destroy all copies of the Licensed Products and documentation in your possession or control,
- iii) certify in writing to Webalys that you have complied with clauses (i) and (ii)
- d) you will remain obligated to pay any amounts you owe to Webalys at that time; and
- e) the provisions of sections 4, 10, 12 and 13, will remain in effect.
12) Infringement Claims
Webalys's obligations to defend and indemnify you with respect to a particular claim are subject to the following conditions:
- i) you must promptly give Webalys written notice of the claim;
- ii) you must identify the specific Licensed Product(s) at issue in the claim and indicate how the Licensed Product(s) is(are) utilized by you or your products;
- iii) you must give Webalys sole control and authority over the defense and settlement of the claim; and
- iv) you must provide Webalys with all information you have regarding the claim and cooperate with Webalys when Webalys defends or attempts to settle the claim.
b) Pro-Active Steps:
If any Licensed Product is, or Webalys believes is likely to become, the subject of a claim for which Webalys would be obligated to defend and indemnify you, then Webalys may, at its option, do any of the following:
- i) obtain for you (at no cost to you) the right for you to continue using the Licensed Product as permitted by this agreement;
- ii) replace or modify the Licensed Product to avoid the infringement problem, as long as there is no material loss of functionality; or
- iii) if Webalys reasonably concludes that it will not be feasible to do either of the above, terminate your license for the Licensed Product and give you a prorated refund (based on how much of the License Term has elapsed) of the Fees you paid for that license.
Webalys will have no obligation to defend or indemnify you (notwithstanding the first paragraph of this section) with respect to any claim that is based on or attributable to any of the following:
- i) any modification made to the Licensed Product by anyone other than Webalys;
- ii) the combination or use of the Licensed Product with other products, processes, or materials not supplied by Webalys or specified in the Documentation as being necessary to use the Licensed Product;
- iii) your continued engagement in infringing activities after you were notified of the infringement or after Webalys informed you of a modification or workaround that would have avoided the infringement; and
- iv) your use of the Licensed Product in a manner not permitted by this agreement.
d) Burden of Proof:
You will have the burden of showing that indemnification is required pursuant to this section 10 and that the exclusions in section 10 are not applicable.
e) No Other Obligations:
Except as expressly stated in this section 10, Webalys has no obligation or liability to you for any actual or alleged infringement related to the Licensed Products, Documentation, or Design Techniques.
13) Other Terms
Ownership of Intellectual Property Rights:
The Webalys site and all its contains are the property of Webalys and in some cases, its affiliates and licensors, and are protected by the United States Trademark and Copyright policies and other relevant international intellectual property laws and treaties. “Webalys”, the “Webalys” logo in black and white and/or any of its colored versions, in any style or format or in any artistic form, is the propriety property of Webalys. Your only rights in the Licensed Products are the rights expressly granted in this agreement; all other rights are reserved by Webalys. Webalys's licensors are third-party beneficiaries of, and thus may enforce against you, the license restrictions and confidentiality obligations in this agreement with respect to their intellectual property and proprietary information. You will own all Intellectual Property Rights in the designs you create using the Licensed Products subject to Webalys's (and its licensors') ownership of the Intellectual Property Rights in the Licensed Products. Webalys may freely use and disseminate any Feedback you provide. You agree not to claim that Webalys owes you any compensation for its use or dissemination of such Feedback.
14) Limitation of Liability:
For each product or service you license or purchase from Webalys under this agreement, Webalys's total, cumulative liability to you, including under section 12, is limited to the amount of Fees you paid for that product or service (regardless of the nature of the liability or the nature or number of claims giving rise to the liability). Webalys will not, under any circumstances or any theory of liability, be liable to you for any lost profits, loss of data, or consequential, incidental, or special damages arising from this agreement or the products and services provided to you under this agreement.
15) Governing Law; Jurisdiction:
This agreement is governed by the laws of the United States and the State of New York, without regard to conflicts of laws principles. The federal and state courts located in New York shall have exclusive jurisdiction over any disputes arising from or relating to this agreement, and each party consents to such jurisdiction and venue.
Any notice, approval, consent, or other communication intended to have legal effect under this agreement must be given to the other party in writing, must be sent by first-class, registered, or overnight mail or private overnight courier (to the address for the other party stated on the signature page, unless the other party has given notice of a new address), and will be deemed given upon receipt or when delivery is refused.
Either party's failure to enforce any provision of this agreement will not be deemed a waiver of the future enforcement of that provision or enforcement of any other provision. In order to be binding, a waiver must be in writing and signed by the party giving the waiver.
18) Independent Contractors:
The parties to this agreement are independent contractors. Neither party is the agent or partner of the other party, or has any power or authority to act on behalf of the other party
If any provision in this agreement is found to be invalid or unenforceable as written, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision is to be construed (and, if necessary, modified) so that it is valid and enforceable to the greatest extent possible.
Except where this agreement expressly provides exclusive remedies, all rights and remedies of either party (including termination rights) are cumulative. You agree that monetary damages alone would not be an adequate remedy, and therefore Webalys will be entitled to injunctive relief if you materially breach the license restrictions or confidentiality provisions in this agreement.
21) Force Majeure:
Each party will be excused from performance of its obligations under this agreement, except payment obligations, to the extent that performance is rendered impossible by earthquake, fire, flood, governmental action, change of law, labor disruptions, supplier failures, or any other event or circumstance beyond that party's reasonable control and/or classified/categorized as ‘Act of God’.
Section headings in this agreement are for convenience only. The word "including" (and variations thereof) is not intended to be limiting. No rule of strict construction is to be used when interpreting this agreement.
23) Entire Agreement:
This agreement is the entire agreement between the parties concerning its subject matter, and supersede any prior or contemporaneous agreements, communications, or understandings (whether written or oral). However, any confidentiality or nondisclosure agreements that Webalys previously entered into with you will remain in effect (according to their terms) with respect to the confidential information disclosed thereunder.
This agreement may be amended only by means of a written instrument signed by authorized representatives of both parties that specifically refers to this agreement and states the parties' intention to amend it. No additional or inconsistent terms on any purchase order or similar document you may submit to Webalys will be binding on Webalys or have any legal effect.