PROCOVERSTOCK ROYALTY FREE LICENSE AGREEMENT
Effective July 15, 2021
The following is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement (“you” or “Customer”) and Procoverstock.com, (referred to hereafter as “Procoverstock” or “Licensor”.)
Procoverstock acts as an agent of graphic designers, illustrators, artists or publishers (referred to hereafter as “Contributors”) and markets the right to reproduce their computer graphic content by supplying the corresponding digital files in high resolution formats (PSD, TIFF) with all layers unlocked to Customers.
“Graphic Design(s)” means, visual compositions, artworks, illustrations, raster and vector graphics, drawings and the like available for license from the Procoverstock website.
By downloading Graphic Designs from the Procoverstock website, you have agreed to be bound by the terms of this Agreement in respect of that Graphic Designs. If you do not accept or agree with these terms do not download any content from Procoverstock website.
1. GRAPHIC DESIGN LICENSE
1.1. Licensor hereby grants you a non-exclusive, non-transferable, non-sublicensable right to use, modify and reproduce Graphic Designs worldwide, as expressly permitted by the applicable license and subject to the limitations set forth herein. This is not a sale. The intellectual property rights are still owned by Licensor or our Contributors.
1.2. GRAPHIC DESIGN LICENSE:
1.2.1. EXTENDED LICENSE grants you the right to use Graphic Designs under the following terms and specified applications:
a) The applicable territory: the World. Licensor or Contributor has the right to indicate the limitation by country of licensing. In this case, the product description will clearly contain the name(s) of such country(s).
b) Validity: perpetual.
c) As a printed reproduction: commercial use for printed material as cover art, including, but not limited: notebooks, textbooks, coloring books, activity books, notepads and the like; greeting cards, t-shirts, postcards, posters, calendars, advertising, catalogues, flyers, brochures, packaging, book covers, WITHOUT ANY LIMITATION ON THE NUMBER OF REPRODUCTIONS.
d) As digital presentations and digital documents for advertising, promotional and/or informational purpose.
e) Prints and reproductions for personal use.
f) Create Derivative Works, meaning a new original which incorporates but is not substantially similar to the Graphic Design, by incorporating the Graphic Design or parts of it into your own work.
g) Use the Derivative Work(s) in the same manner as for the original Graphic Design as described above.
h) For the purpose of reproduction, you may make a one-time transfer of files containing Graphic Designs or Derivative Work(s) to your printers, manufacturer, clients or agencies. This provided that such parties shall have no further rights to use the Graphic Designs.
2. RESTRICTIONS ON USE OF GRAPHIC DESIGN
2.1. YOU MAY NOT:
a) Use Graphic Design other than as expressly provided by the license you purchased with respect to such Graphic Design.
b) Use the Graphic Design or parts of the content in a way that may be considered pornographic, obscene, defamatory or libelous in nature.
c) Resell, redistribute, provide access to, share or transfer any Graphic Design except as specifically provided herein. For example, and not by way of limitation, the foregoing prohibits displaying Graphic Design as, or as part of, a “gallery” of content through which third parties may search and select from such content.
d) Use the Graphic Design or parts of it, fully or as a part of a trade-mark, trade-name, business name, logo or design mark.
e) Falsely represent, expressly or by way of reasonable implication, that any Graphic Design was created by you or a person other than the copyright holder(s) of that Graphic Design.
f) Remove any notice of copyright, trade mark or other proprietary right from where it appears in the Graphic Design or its accompanying materials.
g) In any way transfer, sub-license, sell, rent or lend the rights to any Graphic Design or accompanying materials unless according to this Agreement.
3. WARRANTIES AND REPRESENTATIONS
3.1. Procoverstock warrants and represents that:
3.1.1. Procoverstock’s Contributors have granted Procoverstock all necessary rights in and to the Graphic Design to grant the rights set forth in Part I as applicable.
3.1.2. The Procoverstock website acts as an exchange of Graphic Designs between our Contributors and our Customers. Accordingly, Procoverstock makes no warranty that any Graphic Design is royalty free. Statements regarding any rights and ownership of the Graphic Design are provided as a reference only. Questions regarding the usability for any purpose or proposed use should be directed to the Contributor who provided the Graphic Design to Procoverstock website.
3.2. Provided “As Is”. The Graphic Designs are provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to the implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Procoverstock does not represent or warrant that the downloaded materials will meet your requirements or that their use will be uninterrupted, error or virus free.
3.2.1. While Procoverstock makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, Procoverstock makes no warranties and/or representations regarding any keyword, titles or descriptions of the Graphic Designs. For the sake of clarity, Procoverstock will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions.
3.2.2. PROCOVERSTOCK MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS “WARRANTIES AND REPRESENTATIONS” SECTION.
3.2.3. DISCLAIMER: THE CONTENT AND FUNCTIONALITY ON THE SITE IS PROVIDED WITH THE UNDERSTANDING THAT PROCOVERSTOCK DOES NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY FOR USE OF THIS WEB SITE AND THE MATERIALS AND INFORMATION CONTAINED HEREIN. ALL CONTENT AND FUNCTIONALITY ON THE SITE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PROCOVERSTOCK AND ITS (CONTRIBUTORS SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR LOST REVENUES OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.
4. Indemnification and Liability
4.1. By this Agreement you agree to indemnify and hold Procoverstock harmless against all claims or liability asserted against Procoverstock arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.
4.2. Procoverstock shall not be liable for any damages, costs or losses arising as a result of modifications made to the Graphic Design or due to the context in which the Graphic Design is used by you.
4.3. LIMITS OF LIABILITY: Procoverstock’s total maximum aggregate obligation and liability (the “Limit of Liability”) arising out of each of Customer’s Cover Design shall be €96.00 for Extended License.
4.4. You will indemnify and hold Procoverstock, its officers, employees, shareholders, directors, managers and contributors, harmless against any damages or liability of any kind arising from any use of the Graphic Design other than the uses expressly permitted by this Agreement. You further agree to indemnify Procoverstock for all costs and expenses that Procoverstock incurs in the event that you breach any of the terms of this or any other agreement with Procoverstock.
5. ADDITIONAL TERMS
5.1. Except when required by law, Procoverstock shall be under no obligation to issue refunds under any circumstances. In the event that Procoverstock determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase. To cancel your account, contact service[at]procoverstock.com.
5.2. If you are entering into this Agreement on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Procoverstock for any breaches of the terms of this Agreement. You hereby grant Procoverstock a worldwide, non-exclusive, limited license to use your trademarks in Procoverstock’s promotional materials, including a public customer list. Procoverstock’s use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Procoverstock and shall at all times inure to your benefit. Procoverstock further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by Procoverstock of your email request to service[at]procoverstock.com.
5.3. The Graphic Design downloads available to you is determined by Pay per Download purchase or Membership Plans you purchase. For the purposes of this Agreement, a day is defined as the twenty-four (24) hour period beginning at the time your product is purchased. A month is defined as a calendar month beginning on and including the date that you purchase your product and ending on that date which is the earlier of (a) the same date as your purchase in the following month or (b) the last day of the following month. By way of example, if you purchase a monthly subscription on April 4, it will renew on May 4. If you purchase a Monthly Membership on August 31, your Membership will renew on September 30.
5.4. If you purchase a Monthly Membership, you will get a flat discount (according to selected Membership Plan) on all products you are going to purchase until the end of monthly subscription.
5.5. Coupon or discount code. Unless otherwise specified in the coupon, any coupon or discount code applied to a purchase of any monthly recurring membership or one-time membership plan shall apply only to the first installment thereof.
5.6. In the event that you breach any of the terms of this or any other agreement with Procoverstock, Procoverstock shall have the right to terminate your account without further notice, in addition to Procoverstock’s other rights at law and/or equity. Procoverstock shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
5.7. Except as specifically provided in Section 4 hereof, in no event, Procoverstock’s total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Procoverstock websites and/or Graphic Design contained thereon (whether in contract, tort or otherwise) will exceed the monetary amount actually received by Procoverstock from you for the applicable Graphic Design license.
5.8. In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting Procoverstock, Procoverstock will promptly file a complaint with relevant authorities.
5.9. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND PROCOVERSTOCK, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR CONTRACT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND PROCOVERSTOCK RELATING TO THE SUBJECT OF THIS AGREEMENT.