Customily License Agreement - Limited Commercial
Last updated: 07/01/2021
Licensee
Individual or legal entity (company), as indicated at the time of purchase.
Number of Users (or Seats)
The number of permitted users (or seats) is the number of users (or seats) declared and paid for at the time of purchase.
Commercial Use: Physical and Digital End Products
- Use in application, or video game is prohibited.
- Use in websites is permitted as long as the licensed asset is used within Customily for selling the products.
- Any use of a licensed asset for commercial use must:
- Be used exclusively within Customily, either as-is or modified, but only when incorporated into a physical or digital product for sale.
- Not be used outside of Customily for any commercial products (e.g., users cannot place the licensed asset on a mug or any other product for sale outside of Customily).
- Not be sold as a standalone asset. It must be applied to a physical or digital product for sale.
- Resale/sublicense of the licensed asset in source file form or otherwise competitive with the licensed asset is prohibited.
Commercial Use: Advertisements and Promotion
- Unlimited physical (printed) advertisements.
- Use with business social media account is permitted.
Commercial Use: Broadcast Content
- Allowed for promotional or advertisement uses only.
This license agreement contains important legal terms, and licensee acknowledges that by downloading, licensee has read the entire license agreement and agrees to the terms herein, including, without limitation, Section 9 (important general legal provisions). The licensed asset will be emailed to you at the account email address Customily has on file along with this license agreement; retain this for your records.
1. 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 indicated as the licensee during the download process or that person’s employer if that person is acting on the employer’s behalf and with the employer’s authorization, and
(b) Customily, Inc. (“Customily”) as licensor.
If you are purchasing on behalf of your employer, then only your employer is the “licensee” and can use the licensed asset subject to the terms of this license agreement; in that case, you represent and warrant that you have full legal authority to bind your employer, as the licensee, to the terms of this license agreement.
2. Asset Management
Licensee may only upload the licensed asset to:
(i) A server owned and controlled by licensee, or
(ii) A cloud storage service, cloud-based design app, or digital asset manager, account controlled by licensee, for licensee's use only, as permitted herein.
3. Commercial Use and Non-commercial Use Defined
3.1 Commercial Use
“Commercial” use is any use that:
- Involves an exchange of money or other consideration,
- Promotes a business (e.g., sole proprietorship, corporation, or partnership), product, or service,
- Seeks or results in financial gain or other consideration.
3.2 Non-commercial Use (Personal)
“Non-commercial” use is for personal purposes only. Any use that meets the definition of "commercial use" cannot be non-commercial use.
4. Permitted Uses and Quantity/Impression Limitations
An end use of a licensed asset means use of the licensed asset as expressly permitted below. Any end use for commercial use must:
- Be used exclusively within Customily, either as-is or modified, but only when incorporated into a physical or digital product for sale.
- Not be used outside of Customily for any commercial products (e.g., users cannot place the licensed asset on a mug or any other product for sale outside of Customily).
- Not be sold as a standalone asset. It must be applied to a physical or digital product for sale.
4.1 End Products
- ✓ Physical products for commercial use or non-commercial use: Licensee may create physical end products like clothing, cards, mugs, signs, home decor, etc. as long as they are sold using Customily.
- ✓ POD (Print-on-demand) applications: Any use that allows users (other than the licensee) to customize digital or physical products is allowed within Customily. The licensee may use the licensed assets for made-to-order, customized digital or physical products as long as the personalization happens within Customily.
- ✓ Product packaging for commercial or non-commercial use: Licensee may create physical or digital packaging products used for resale or wholesale (e.g., boxes, labels) as long as they are sold using Customily.
- ✓ Digital products for commercial or non-commercial use: Licensee may create digital products for resale such as static designs and website elements as long as they are sold using Customily.
- ✓ Digital or print publication for commercial or non-commercial use: Licensee may use the licensed asset in publications such as magazines, photo albums, e-books, etc. as long as they are sold using Customily.
4.2 Social Media, Marketing, and Advertisements
- ✓ Company social media for commercial use: Licensee-owned company social media accounts for commercial use.
- ✓ Physical (printed) advertisements in local market: Physical ads within a 200-mile radius for commercial use.
- ✓ Digital advertisements for commercial use: Ads served by platforms like Google Ads, Facebook Ads, etc.
Quantity limitations: No limit on impressions for social media posts or advertisements.
4.3 Broadcast and Streaming of Motion Picture and Audiovisual Content
- ✓ Broadcast and streaming: Broadcast via network, internet, or pay-per-view is permitted for promotional or advertisement purposes only.
5. Prohibited Uses
5.1 End Products
- ✗ On-demand applications other than Customily: Any use that allows users (other than the licensee) to customize digital or physical products outside Customily is prohibited (e.g., print-on-demand, made-to-order services).
5.2 Social Media, Marketing, and Advertisements
- ✗ Personal social media for non-commercial use: Prohibited for personal social media for non-commercial use.
5.3 Digital Development
- ✗ Website software, mobile app, desktop app, and video game development: Prohibited for both commercial and non-commercial use.
5.4 Trademark and Copyright
- ✗ Trademark: Licensed asset cannot be used as part of a trademark unless it is significantly altered and not the predominant element.
- ✗ Copyright: Licensee cannot claim the licensed asset or a modification as its own copyrighted work.
5.5 Future Technologies
- ✗ Future-existing technologies and uses are expressly reserved and not included in this license.
6. Strictly Prohibited Uses
- ✗ Resale or sublicensing the licensed asset: Resale or sublicensing the asset in source file form is prohibited.
- ✗ Public sharing: Making the licensed asset available for download or redistribution as a standalone file is prohibited.
- ✗ Use in offensive material: Using the licensed asset in pornographic, fraudulent, immoral, or illegal material is strictly prohibited.
7. Sublicensing to Third Parties
7.1 Third Party Use: Third parties must obtain their own license unless a custom license is purchased.
7.2 Limited Sublicensing Permitted: Sublicensing is allowed for specific use cases, including:
- (a) Manufacturing, marketing, or distributing completed end uses for the licensee.
- (b) Service providers or subcontractors providing services to the licensee.
- (c) Transferring completed end uses to clients.
8. Attribution
8.1 When credit is required: All editorial use requires credit.
8.2 How to provide credit: “[Licensed asset product type] copyright Customily”
9. Important General Legal Provisions
9.1 Intellectual Property
Customily retains ownership of the licensed asset and grants licensee a limited, non-exclusive, non-transferrable copyright license for permitted use only.
9.2 Termination
Customily may terminate this agreement if licensee breaches any terms, requiring immediate cessation of the use of the licensed asset.
9.3 Content Withdrawal
Customily may withdraw a licensed asset at any time, and licensee agrees to cease using it upon request.
9.4 Audit
Customily may audit licensee’s records and access any pay-walled or restricted websites for compliance verification.
9.5 Disclaimer of Warranties
The licensed asset is provided "as is", without any warranties. Use is at licensee's own risk.
9.6 Limitation on Liability
Customily is not liable for any indirect, special, incidental, or consequential damages arising from this agreement.
9.7 Indemnification
Licensee agrees to indemnify Customily for any claims arising from misuse of the licensed asset.
9.8 Limitation on Time to File Claims
Claims must be filed within one year after the cause of action accrues.
9.9 Choice of Law and Forum
Disputes will be governed by Delaware law and settled in courts within Delaware.
9.10 Arbitration
Disputes may be resolved through arbitration, as determined by Customily.
9.11 Waiver and Severability
Any invalid provision will be severed, and the remaining terms will remain in effect.
9.12 Entire Agreement
This license agreement, along with the terms of use, constitutes the entire agreement.
9.13 Notices
Notices to Customily should be sent to hello@customily.com.
9.14 Modifications
Customily may modify this license agreement at any time by posting updated terms on the Customily website.
9.15 Interpretation
The license agreement will be interpreted in accordance with its stated provisions.
