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). Ceacle 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 mockup.ceacle.com and purchased by Licensee. The acquired Licensed Asset will be attached to the corresponding License upon acquisition.
This License Agreement may also apply to digital content that Ceacle makes available at no charge (e.g., for promotional purposes) only if expressly indicated during the initial download for that digital content.
(b) Qeaql LLC (“Ceacle”, “Ceacle Mockup”, "Qeaql" or "We").
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.
This License Agreement permits only Non-commercial use of the Licensed Asset, as expressly specified in Section 4 (Permitted Uses and Quantity/Impression Limitations); all Commercial use is expressly prohibited.
“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”.
“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.
An “End Use” of a Licensed Asset means use of the Licensed Asset only as expressly permitted below.
(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.
This License Agreement does not permit sublicensing except for the limited rights to sublicense described below in Section 7.2.
(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.
All digital content available on Ceacle.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 Ceacle are reserved by the Shop Owner and Ceacle. 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.
Ceacle may terminate this License Agreement at any time if Licensee breaches any of the terms of this or any other agreement with Ceacle, in which case Licensee must immediately: cease using the License Asset; delete or destroy any copies; and, if requested, confirm to Ceacle 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 Ceacle’s request, Licensee agrees to remove any content from such platform or website.
Ceacle may discontinue licensing the Licensed Asset at any time in its sole discretion. Upon notice from Ceacle, or upon Licensee’s knowledge, that a Licensed Asset may be subject to a claim of infringement of a third party’s right, Ceacle 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. Ceacle will provide you with replacement content (determined by Ceacle in its reasonable commercial judgment) free of charge, as its sole obligation, subject to the other terms of this License Agreement.
Upon reasonable notice, Licensee agrees to provide to Ceacle sample copies of projects or end uses that contain Licensed Asset, including by providing Ceacle 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, Ceacle 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 Ceacle of five percent (5%) or more of the amount Licensee should have paid, then in addition to paying Ceacle the amount of the underpayment and any other remedies to which Ceacle is entitled, you also agree to reimburse Ceacle for the costs of conducting the audit.
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. CEACLE 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.
IN NO EVENT WILL CEACLE, 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 CEACLE, 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 FEES THAT LICENSEE PAID FOR THE LICENSED ASSET. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Licensee agrees to defend, indemnify and hold harmless the Ceacle, 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.
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.
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.
AT CEACLE’S SOLE DISCRETION, EXCEPT TO THE EXTENT PROHIBITED BY LAW, CEACLE 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.
No waiver of by Ceacle 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 Ceacle 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 Services, will continue in full force and effect.
This License Agreement, together with the Ceacle Terms of Services (“Terms of Services) constitutes the sole and entire agreement between Licensee on the one hand and Ceacle 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 Services with respect to the Licensed Asset.
All notices required to be sent to Ceacle under this License Agreement should be sent via email to [email protected] all notices to Licensee will be sent via email to the address provided by Licensee during account creation or purchase.
Ceacle may modify this License Agreement by posting an updated version on the Ceacle 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) Ceacle notifies Licensee of the changes and that they will apply retroactively (e.g., via email to the address on file).
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.