Licensing

Black Bison Fab License Agreement - Personal

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 8 (Important General Legal Provisions). Black Bison Fab offers one type of license agreement 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 blackbisonfab.com and purchased by Licensee. This License Agreement may also apply to digital content that Black Bison Fab 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

1.1 – This License Agreement is an agreement between:

(a) The “Licensee” who is the individual person indicated as the licensee during the purchase process

and

(b) Black Bison Fab as licensor

1.2 – This is an individual license for Non-commercial 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, who is the Licensee indicated at the time of purchase. If multiple individuals will work together to use the same Licensed Asset, then each individual must purchase that Licensed Asset. For use by a business, such as an employer, a license agreement that permits Commercial use is required.

  1. 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.

  1. This license agreement permits non-commercial (personal) use only; Commercial use and non-commercial use defined

This License Agreement permits only Non-commercial use of the Licensed Asset, as expressly specified in Section 4 (Permitted Uses); all Commercial use is expressly prohibited.

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.

  1. Permitted Uses

An “End Use” of a Licensed Asset means use of the Licensed Asset only as expressly permitted below:

4.1 – End Products for Non-Commercial Use

Physical Products for Non-Commercial Use: Licensee may create physical end products not for resale or wholesale.

4.2 – Personal Social Media for Non-Commercial Use

Personal Social Media for Non-Commercial Use: One personal or individual social media account (not on a company or business social media page) for Non-commercial use.

  1. Prohibited Uses

5.1 – End Products

  • All End Products for Commercial use (including, without limitation, physical products, 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 Non-Commercial 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 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

  • Company Social Media: is prohibited for Commercial use or Non-commercial use.
  • Physical (Printed, Paid or Unpaid) Advertisements: Such as billboards, signage, printed advertisement, etc. are prohibited for Commercial use or Non-commercial use.
  • Digital (Paid or Unpaid) Advertisements: Internet advertisements such as advertisements served by Google Ads, Bings Ads, Meta Ads, Linkedin Ad, etc. are prohibited for Commercial use or Non-commercial use.

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. 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.
  • 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).
  1. 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., templates).

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

6.5 – Any other use that is not expressly permitted in Section 4 (Permitted Uses) is strictly prohibited.

  1. Attribution

7.1 – 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

7.2 – How to provide credit: “[Licensed asset product type] copyright Black Bison Fab”

  1. IMPORTANT GENERAL LEGAL PROVISIONS

8.1 – Intellectual Property

All digital content available on blackbisonfab.com, including, without limitation, the Licensed Asset, is protected by United States and international copyright and other laws and treaties. As between you and Black Bison Fab, Black Bison Fab retains ownership of the Licensed Asset, but grants to Licensee the limited, non-exclusive, non-transferrable, and non-sublicensable, copyright to use the Licensed Asset as expressly set forth above on the terms herein. All other rights, as between Licensee and Black Bison Fab are reserved by Black Bison Fab. 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.

8.2 – Termination

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

8.3 – Content Withdrawal

Black Bison Fab may discontinue licensing the Licensed Asset at any time in its sole discretion. Upon notice from Black Bison Fab, or upon Licensee’s knowledge, that a Licensed Asset may be subject to a claim of infringement of a third party’s right, Black Bison Fab 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.

8.4 – Audit

Upon reasonable notice, Licensee agrees to provide to Black Bison Fab sample copies of projects or end uses that contain Licensed Asset, including by providing Black Bison Fab 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, Black Bison Fab 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 Black Bison Fab of five percent (5%) or more of the amount Licensee should have paid, then in addition to paying Black Bison Fab the amount of the underpayment and any other remedies to which Black Bison Fab is entitled, you also agree to reimburse Black Bison Fab for the costs of conducting the audit.

8.5 – 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. BLACK BISON FAB 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.

8.6 – Limitation On Liability

IN NO EVENT WILL BLACK BISON FAB, ITS AFFILIATES OR THEIR LICENSORS, 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 BLACK BISON FAB, ITS AFFILIATES OR THEIR LICENSORS, 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 FEES THAT LICENSEE PAID FOR THE LICENSED ASSET. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8.7 – Indemnification

Licensee agrees to defend, indemnify and hold harmless the Black Bison Fab, its affiliates, licensors 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.

8.8 – 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.

8.9 – 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 Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri 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 Missouri 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.

8.10 – Arbitration

AT BLACK BISON FAB’S SOLE DISCRETION, EXCEPT TO THE EXTENT PROHIBITED BY LAW, BLACK BISON FAB 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 MISSOURI, USA LAW.

8.11 – Waiver and Severability

No waiver of by Black Bison Fab 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 Black Bison Fab 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.

8.12 – Entire Agreement 

This License Agreement, together with the Black Bison Fab Terms of Use (“Terms of Use”) constitutes the sole and entire agreement between Licensee on the one hand and Black Bison Fab 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.

8.13 – Notices

All notices required to be sent to Black Bison Fab under this License Agreement should be sent via email to support@blackbisonfab.com. All notices to Licensee will be sent via email to the address provided by Licensee during account creation or purchase.

8.14 – Modifications

Black Bison Fab may modify this License Agreement by posting an updated version on the Black Bison Fab 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) Black Bison Fab notifies Licensee of the changes and that they will apply retroactively (e.g., via email to the address on file).

8.15 – 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.