terms of licence
for DIGITAL PRODUCTS

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 or business entity indicated as the licensee during the purchase process

and

(b) Andreea Bucur trading as Teastyle (“Teastyle ”), as licensor.

1.2 - This is an individual business license for Single 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, or employees of the legal entity, who is the Licensee indicated at the time of purchase.


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, cloud-based design app, or digital asset manager, account controlled by Licensee, in each case for use of the Licensed Asset by Licensee only, as permitted herein.


THIS LICENSE AGREEMENT PERMITS SINGLE USE ONLY BY A PROFESSIONAL INDIVIDUAL OR BUSINESS; COMMERCIAL USE AND SINGLE USE DEFINED


This License Agreement permits only single use of the Licensed Asset, as expressly specified in Section 4 (Permitted Uses and Quantity/Impression Limitations); all Commercial use is expressly prohibited.

3.1 - Commercial Use

“Commercial” use is any use that involves an exchange of money or other consideration, for (I) the direct sale of a product that makes use of the Licensed Asset, or that is a copy, or a derivative of the Licensed Asset, (II) or the offering of digital design services that make use of the Licensed Asset to create multiple end products. If any one or more of the above criteria is met, then the use is deemed “Commercial”, under these Licensing Terms.

3.2 - Single Business Use

“Single Business” use in this instance is a use for purposes of (I) communicating information, (II) presenting and promoting a business and/or it’s services that do not involve the commercial use of the Licensed Asset, as defined above.

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 Single Use

*Physical Products for Single Use: Licensee may create physical end products not for resale or wholesale, but for single use only (i.e. fully edited printed documents).

*Digital Products for Non-Commercial Use: Licensee may create digital end products for single use such as static designs (pdf, jpeg, e-pub) to showcase their work and share with clients and/or colleagues.

4.2 - Social Media Graphics

*1 Social Media account for promotional use: Asset can be used for one personal or business social media account, for promotional purposes and to showcase work, that does not involve the re-selling and distribution of the original Licensed asset.

PROHIBITED USES

(these uses may be available with a commercial license or custom license, contact Teastyle to find out more):

5.1 - End Products

*All End Products for Commercial use (including, without limitation, physical products, product packaging, digital products, or digital or print publications) are prohibited.

*On-Demand Applications (Such as Print-on-Demand and Create-on-Demand Services) for Commercial Use or Single Use are prohibited. Any use that allows anyone other than the Licensee, such as an end user to customize a digital or physical end product is prohibited, whether for Commercial use or Single use. This includes, but is not limited to, “print on demand”, “made to order”, or “download on demand” application.

5.4 - Digital Development

*Website Software Development, Mobile App Development, Desktop Application Development, and Video Game Development: is prohibited for Commercial use or Non-commercial use.

5.5 - Trademark and Copyright

*Trademark: Licensed Asset may not be used for a trademark, service mark, design mark, trade-name. In no event does this License Agreement allow Licensee to -- and Licensee shall not seek to -- register, protect, or enforce any trademark or similar rights on the Licensed Asset. Contact Teastyle for a custom license if these rights are desired.

*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).

5.6 - Future Technologies

*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.

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.

6.5 - Falsely representing authorship and/or ownership of the Licensed Asset is strictly prohibited.

6.6 - Any other use that is not expressly permitted in Section 4 (Permitted Uses and Quantity/Impression Limitations) is strictly prohibited.

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 sublicensing, except as stated in Section 7.2.

7.2 - Limited Sublicensing of End Users Is Permitted.

The restriction above does not prohibit Licensee from sublicensing Licensee’s rights third parties solely to manufacture, or distribute completed End Uses of the Licensed Asset for Non-commercial uses (as expressly permitted herein) when done on behalf of Licensee, provided that Licensee shall at all times ensure compliance with the terms of this License Agreement.


ATTRIBUTION

8.1 - When credit is required: All editorial use requires a credit; however for non-editorial use a credit is only required where credits are accorded to other providers of licensed material. Credits, when required, shall be legible and in close proximity to the Licensed Assets and, where applicable, substantially similar in placement and prominence to other credits

8.2 - How to provide credit: “[Licensed asset product type] copyright Teastyle”


IMPORTANT GENERAL LEGAL PROVISIONS

9.1 - Intellectual Property

All digital content available on teastyle.co.uk, including, without limitation, the Licensed Asset, is protected by United Kingdom and international copyright and other laws and treaties. As between you and Teastyle, Teastyle retains ownership of the Licensed Asset, but grants to Licensee the limited, non-exclusive, non-transferrable, and non-sublicensable (except as expressly allowed above), copyright to use the Licensed Asset as expressly set forth above on the terms herein. All other rights, as between Licensee and Teastyle are reserved by Teastyle. Licensee may not assert any ownership in the Licensed Asset itself nor any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the Licensed Asset. 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 on the Licensed Asset.

9.2 - Termination

Teastyle  may terminate this License Agreement at any time if Licensee breaches any of the terms of this or any other agreement with Teastyle , in which case Licensee must immediately: cease using the License Asset; delete or destroy any copies; and, if requested, confirm to Teastyle  in writing that Licensee has complied with these requirements. If Licensee uses the Licensed Asset on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the Licensed Asset for its own purpose or in a way that is contrary to this License Agreement, the rights granted for such use shall immediately terminate, and in that event, upon Teastyle ’s request, Licensee agrees to remove any content from such platform or website.

9.5 - 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. TEASTYLE  AND THE SHOP OWNER 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.

9.6 - Limitation on Liability

IN NO EVENT WILL TEASTYLE , ITS AFFILIATES, SERVICE PROVIDERS OR EMPLOYEES, 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 TEASTYLE , ITS AFFILIATES, SERVICE PROVIDERS OR EMPLOYEES 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.

9.7 - Indemnification

Licensee agrees to defend, indemnify and hold harmless Teastyle , its affiliates and service providers and their respective officers, directors and employees, 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.

9.8 - 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.

9.9 - 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 UK law.  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 UK courts. 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.

9.11 - Waiver and Severability

No waiver of by Teastyle  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 Teastyle  to assert a right or provision under this License Agreement shall not constitute a waiver of such right or provision.

If any provision of this License Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the License Agreement, including the Terms of Use, will continue in full force and effect.

9.12 - Entire Agreement

This License Agreement, together with the Teastyle Terms of Use (“Terms of Use”) constitutes the sole and entire agreement between Licensee and Teastyle  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 Use with respect to the Licensed Asset.

9.13 - Notices

All notices required to be sent to Teastyle  under this License Agreement should be sent via email to designstudio @ teastyle.co.uk All notices to Licensee will be sent via email to the address provided by Licensee during purchase.

9.14 - Modifications

Teastyle  may modify this License Agreement by posting an updated version on the Teastyle  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.

9.15 - 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