Agency License

This License Agreement contains important legal terms, and Licensee acknowledges that by completing the purchase process and/or checking “agree”, Licensee has read the entire License Agreement and agrees to the terms herein, including, without limitation Section 9 (Important General Legal Provisions). Jen Wagner LLC offers different types of license agreements and the one selected at the time of purchase applies to Licensee’s use of the Licensed Asset.

This License Agreement states the terms and conditions of Licensee’s non-exclusive and limited copyright license with respect to the digital content (“Licensed Asset”) made available on www.gimlet studios.com and purchased by Licensee. The Licensed Asset item number will be emailed to you at the account email address Jen Wagner LLC has on file along with a link to this License Agreement; retain this for your records. This License Agreement may also apply to digital content that Jen Wagner LLC makes available at no charge (e.g., for promotional purposes) only if expressly indicated during the initial download for that digital content.

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 or agency indicated as the licensee during the purchase process or that person’s employer if that person is acting on the employer’s behalf and with the employer’s authorization

and

(b) Jen Wagner LLC (“Jen Wagner LLC”) DBA Gimlet Studios (“Gimlet Studios”) 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.

1.2 - The users permitted to access and use the Licensed Asset (as permitted in this Licensee Agreement) are the users employed by the agency, for agency use only. If Licensee requires additional users (or seats), additional licenses to the Licensed Asset must be purchased.

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, in each case for use of the Licensed Asset by Licensee only, as permitted herein.

3. THIS LICENSE AGREEMENT PERMITS BOTH COMMERCIAL USE AND NON-COMMERCIAL USE; COMMERCIAL USE AND NON-COMMERCIAL USE DEFINED

This License Agreement permits Non-commercial use and Commercial use of the Licensed Asset, as expressly specified in Section 4 (Permitted Uses and Quantity/Impression Limitations).

3.1 - Commercial Use

“Commercial” use is any use: (i) that involves an exchange of money or other consideration, (ii) that promotes a business (e.g., sole proprietorship, corporation, or partnership), product, or service, or (iii) where financial gain or other consideration is either sought or a result, directly or indirectly, of Licensee’s use of the Licensed Asset. If any one or more of the criteria in (i), (ii), and (iii) is met, then the use is deemed “Commercial”.

3.2 - Non-Commercial Use (Personal)

“Non-commercial” use is a use for solely personal purposes; any use that meets the definition of “Commercial use” can not be a Non-commercial use.

4. PERMITTED USES AND QUANTITY/IMPRESSION LIMITATIONS

An “End Use” of a Licensed Asset means use of the Licensed Asset only as expressly permitted below. Any End Use for Commercial use must: (i) be significantly different than the original Licensed Asset, (ii) require time, effort, and skill to produce and (iii) not derive its primary value from the Licensed Asset itself.

4.1 - End Products

✓ Digital or Print Publication for Commercial Use or Non-commercial Use: Licensee may use the Licensed Asset in digital or print publications such as magazines, cards, invitations, photo albums, and scrap books, e-books or e-publications, for Commercial use or Non-commercial use.

Quantity Limitations on End Products for Commercial Use: No more than 250,000 lifetime combined individual end products or packaging (digital or physical) sales, instances, impressions, or installations (as applicable) that incorporate the Licensed Asset is permitted for Commercial use. Consider an extended commercial license or contact Jen Wagner LLC for a custom license if Licensee requires greater quantities for Commercial use.

4.2 - Social Media, Marketing, and Advertisements

✓ Personal Social Media for Non-Commercial Use: If applicable (e.g., for an individual), unlimited personal or individual social media accounts for Non-commercial use.

✓ Company Social Media for Commercial Use: If applicable (e.g., to a business), unlimited Licensee managed company social media accounts are allowed for Commercial use.

✓ Physical (Printed) Advertisements for Commercial Use in a Global Market: Such as billboards, signage, printed advertisement, etc. for Commercial use in Global Markets. “Global Market” means that all display or distribution of these permitted advertisements can be anywhere worldwide.

✓ Digital Advertisements for Commercial Use: Internet advertisements such as advertisements served by Google Ads, Bings Ads, Facebook Ads, Linkedin Ad, etc. for Commercial use.

Quantity Limitations on Promotion and Advertisements: No limit on the number of impressions of social media posts or advertisements incorporating the Licensed Asset for Commercial use or Non-commercial use (where Non-commercial use is applicable).

4.3 - Broadcast and Streaming of Motion Picture and Audiovisual Content

✓ Broadcast and Streaming: Broadcast and streaming via network, cable, internet, satellite, pay-per-view, video on demand or Streaming of motion picture and /audio visual works, including advertisements, is permitted for Commercial use and Non-commercial use.

 

5. PROHIBITED USES (these uses may be available with an extended commercial license or custom license, contact Jen Wagner LLC to find out more):

5.1 - End Products

✗ Digital Products for Commercial Use or Non-Commercial Use: Licensee may not create digital end products for resale such as static designs, static website elements for Commercial use or Non-commercial use.

✗ Physical Products for Commercial Use or Non-commercial Use: Licensee may not create physical end products such as, but not limited to, clothing, cards, invitations, stickers, mugs, stamps, candles, posters, signs, home decor, etc. for Commercial use or Non-commercial use.

✗ Product Packaging for Commercial Use of Non-commercial Use: Licensee may not create physical or digital end packaging products used for resale or wholesale such as, but not limited to, boxes, labels, stickers, or containers, etc., for Commercial use or Non-commercial use.

✗ Digital Products for Commercial Use or Non-Commercial Use: Licensee may not create digital end products for resale such as static designs, static website elements for Commercial use or Non-commercial use.

✗ On-Demand Applications (Such as Print-on-Demand and Create-on-Demand Services). 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 Non-commercial use. This includes, but is not limited to, “print on demand”, “made to order”, or “download on demand” application.

5.2 - Social Media, Marketing, and Advertisements

✗ Physical (Printed) Advertisements for Commercial Use In National Markets or Global Markets is prohibited: “National” market means any distribution or display of advertisements beyond a 200 mile radius within a single nation/country. “Global” market means any distribution of display of advertisements in more than one nation/country

5.3 - Digital Development

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

5.4 - Trademark and Copyright

✗ Trademark: Licensed Asset may not be used as part of a trademark, service mark, design mark, trade-name, or similar use unless (1) the Licensed Asset is significantly altered and (2) not the predominant element of the End Use. 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 in the Licensed Asset itself which must be disclaimed in any trademark registration. Contact Jen Wagner LLC 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).

5.5 - 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.

6. 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.

6.7 - ✗ Audio Clips may not be used as follows:

(i) as a musical theme;

(ii) in an audio-only capacity in which Audio Clips is the primary content;

(iii) remixed or otherwise altered, except that Licensee may engage in basic editing (e.g., setting start/stop points, determining fade-in/fade-out points, etc.); or

(iv) in a downloadable form available through the internet or otherwise including making it available via FTP, IRC, peer-to-peer file sharing services or the like.

7. SUBLICENSING TO THIRD PARTIES IS PROHIBITED WITH LIMITED EXCEPTIONS FOR CLIENTS AND SERVICE PROVIDERS (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 for the limited rights to sublicense described below in Section 7.2.

7.2 - Limited Sublicensing Is Permitted.

Licensee may sublicense Licensee’s rights to third parties in only three situations:

(a) to manufacture, market, or distribute completed End Uses (defined above) that use the Licensed Asset (as expressly permitted herein) when done on behalf of Licensee, provided that the sublicense may only be granted on condition that the sublicensee is prohibited from extracting, reproducing or using the Licensed Asset in any other way and Licensee shall at all times ensure compliance with the terms of this License Agreement by the sublicensee and remain liable hereunder for any non-compliance. For example, Licensee may use distributors to manufacture or distribute physical products for resale or product packaging; similarly, Licensee may use third party providers, such as hosting providers to host a completed website or website publishers to display completed digital advertisements;

(b) to a service provider serving as Licensee’s subcontractor to provide services to Licensee provided that (i) Licensee shall at all times ensure compliance with the terms of this License Agreement by the sublicensee and remain liable hereunder for any non-compliance and (ii) Licensee has purchased a sufficient number of seats for the Licensed Asset Licensee (e.g., each individual person requires a license as stated above); and

(c) to a client of Licensee where Licensee transfers to that client a completed End Use (defined above, such as a completed website, advertisement, product, or product packaging). In this instance, the sublicense may only be granted on condition that the sublicensee is prohibited from extracting, reproducing or using the Licensed Asset in any way other than is necessary in order to exploit the End Use that Licensee provides to the client. Licensee shall at all times ensure compliance with the terms of this License Agreement by the sublicensee and remain liable hereunder for any non-compliance.

8. 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 [Gimlet Studios] via Jen Wagner LLC”

9. IMPORTANT GENERAL LEGAL PROVISIONS

9.1 - Intellectual Property

All digital content available on creativemarket.com, including, without limitation, the Licensed Asset, is protected by United States and international copyright and other laws and treaties. As between you and the Shop Owner, the Shop Owner 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, the Shop Owner, and Jen Wagner LLC are reserved by the Shop Owner and Jen Wagner LLC. 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 (aside from copyright) in the Licensed Asset.

9.2 - Termination

Jen Wagner LLC may terminate this License Agreement at any time if Licensee breaches any of the terms of this or any other agreement with Jen Wagner LLC, in which case Licensee must immediately: cease using the License Asset; delete or destroy any copies; and, if requested, confirm to Jen Wagner LLC 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 Jen Wagner LLC’s request, Licensee agrees to remove any content from such platform or website.

9.3 - Content Withdrawal

Jen Wagner LLC may discontinue licensing the Licensed Asset at any time in its sole discretion. Upon notice from Jen Wagner LLC, or upon Licensee’s knowledge, that a Licensed Asset may be subject to a claim of infringement of a third party’s right, Jen Wagner LLC may require Licensee to immediately, and at Licensee’s own expense: cease using the Licensed Asset, delete or destroy any copies; and ensure that Licensee’s clients, distributors and/or licensees do likewise. Jen Wagner LLC will provide you with replacement content (determined by Jen Wagner LLC in its reasonable commercial judgment) free of charge, as its sole obligation, subject to the other terms of this License Agreement.

9.4 - Audit

Upon reasonable notice, Licensee agrees to provide to Jen Wagner LLC sample copies of projects or end uses that contain Licensed Asset, including by providing Jen Wagner LLC with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Asset is reproduced. In addition, upon reasonable notice, Jen Wagner LLC may, at its discretion, either through its own employees or through a third party, audit Licensee’s records directly related to this License Agreement and Licensee’s use of the Licensed Asset in order to verify compliance with the payment and other terms of this License Agreement. If any audit reveals an underpayment by Licensee to Jen Wagner LLC of five percent (5%) or more of the amount Licensee should have paid, then in addition to paying Jen Wagner LLC the amount of the underpayment and any other remedies to which Jen Wagner LLC is entitled, you also agree to reimburse Jen Wagner LLC for the costs of conducting the audit.

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. Jen Wagner LLC 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 Jen Wagner LLC, ITS AFFILIATES OR THEIR LICENSORS (INCLUDING, WITHOUT LIMITATION, THE SHOP OWNERS), SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS 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 Jen Wagner LLC, ITS AFFILIATES OR THEIR LICENSORS (INCLUDING, WITHOUT LIMITATION, THE SHOP OWNERS), SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS 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 LOWER OF $10,000 USD, OR 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 the Jen Wagner LLC, its affiliates, licensors (including, without limitation, Shop Owners) and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors 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 internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction). 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 federal courts of the United States or the courts of the State of California and County of San Francisco although we retain the right to bring any suit, action or proceeding against Licensee for breach of this License Agreement in Licensee’s country of residence or any other relevant country. 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.

9.10 - Arbitration

AT Jen Wagner LLC’S SOLE DISCRETION, EXCEPT TO THE EXTENT PROHIBITED BY LAW, Jen Wagner LLC MAY REQUIRE LICENSEE TO SUBMIT ANY DISPUTES ARISING FROM THE USE OF THE LICENSED ASSET AND THIS LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING CALIFORNIA, USA LAW.

9.11 - Waiver and Severability

No waiver of by Jen Wagner LLC 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 Jen Wagner LLC 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 Jen Wagner LLC Terms of Use (“Terms of Use”) constitutes the sole and entire agreement between Licensee on the one hand and Jen Wagner LLC and the Shop Owner on the other hand 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 Jen Wagner LLC under this License Agreement should be sent via email to ip@creativemarket.com All notices to Licensee will be sent via email to the address provided by Licensee during account creation or purchase.

9.14 - Modifications

Jen Wagner LLC may modify this License Agreement by posting an updated version on the Jen Wagner LLC 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 unless either (1) Licensee is notified of its option to apply the updated terms to prior purchases and expressly agrees (e.g., via clicking “Agree”) or (2) such modification (i) does not adversely affect any rights of Licensee and (ii) Jen Wagner LLC notifies Licensee of the changes and that they will apply retroactively (e.g., via email to the address on file).

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.