License Agreement

Aloha,
FitTemplates.com does not sell our Templates outright, we grant you a license to use it. The following License Agreement will explain what you can and cannot do with the downloads you purchase.

Jill Tomich, Founder, FitTemplates.comThank you for choosing Fit Templates!
Jill Tomich
Founder, Fit Templates


 

END USER LICENSE AGREEMENT

THIS LICENSE AGREEMENT IS A LEGAL AND BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU (“LICENSEE”) AND FITNESS MARKETING FOUNDRY, LLC (“WE” or “COMPANY”) DBA FITTEMPLATES.COM. THIS LICENSE AGREEMENT APPLIES TO LICENSES ISSUED ONLINE (THE “AGREEMENT”). THE TERM LICENSEE (“YOU”) INCLUDES THE CLIENT IF THE AGENT IS ACTING ON BEHALF OF THE CLIENT AND PROVIDED BOTH AGENT AND CLIENT ARE JOINTLY AND SEVERALLY LIABLE TO COMPANY UNDER THE AGREEMENT. DOWNLOADING AND/OR USING ANY PRODUCTS FROM FITTEMPLATES.COM CONFIRMS YOUR ACCEPTANCE OF THESE TERMS.  If you do not agree to the following terms, do not download or use the Products.

  1. DEFINITIONS.

“Site” means the web site at www.fittemplates.com.

“Product(s)” means all types of template documents, including without limitation to business cards, workout planners, postcards, rack cards, ebooks and other digital products available for purchase at the Company Site.

“Royalty Free” indicates that aside from the purchase price, no further fees or compensation are due regardless of how many times the Product is used or how many projects it is used for, provided that the Product may be used only by one single user in accordance with the terms and conditions of this Agreement.

“Derivative Work” means any end product or project that is created by or on behalf of the Licensee that incorporates the Product in any form, whether in part or whole, or modified, altered, enhanced, or incorporated with other material.

2. GRANT OF LICENSE.

Subject to the terms and conditions hereof, we hereby grant to you a limited, revocable, non-exclusive, non-sublicensable, individual, non-transferable, Royalty Free worldwide license to use the purchased Product for Permitted Uses as defined below. Unless the activity or use is a Permitted Use, you cannot do it.  All other rights in and to the Product(s), including, without limitation, all copyright and other Intellectual Property Rights relating to the Product, are retained by Company and/or its Contributors.

3. PERMITTED USES.

Subject to the restrictions described under Prohibited Uses below or by law, the following are Permitted Uses of Company Products:

a. You are given rights to modify, edit or customize the Product(s) based on your preferences for multiple projects for personal use only. You may transfer the Derivative Work to a commercial printer or client, however they may not use them to create new Derivative Works;

b. You may display Derivative Works in advertising, promotional prints, presentations, magazines and ebooks provided, however, that the Derivative Works are completed projects and not simply substantially unedited reproductions of the Product;

c. You may use the images contained in our Product(s) only to create Derivatives Works of the Product and not for other projects, web sites or third-party usage;

d. The only right that you have is the right to use the Product(s) in accordance with this Agreement. All rights not expressly granted to you in the Agreement are specifically meant for Company.

4. PROHIBITED USES.

You may not do anything with the Product that is not expressly permitted in the preceding section. For greater clarity, the following are Prohibited Uses and you may not:

a. Sub-license, re-sell, rent, lend, lease, assign, gift or otherwise transfer or distribute the Product or the rights granted under this License Agreement;

b. Install and use the Product in more than one location or upload a copy of the Product on a network server, download site, electronic bulletin board, forum, membership site, social media platform or cloud storage for use by others, including bundling it with other packages or downloads;

c. Use any of the Product design elements as part of a logo, trademark, design mark, trade name, business name, or service mark;

d. Use or display the Product on websites, apps or other platforms involving the sale, license or distribution of “on demand” products, including postcards, business cards, flyers, planners, posters, brochures, mugs, t-shirts, screensavers, and other items;

e. Use the Product in a way that is considered by Company or under applicable law to be pornographic, obscene, immoral, infringing, defamatory, or libelous in nature;

f. Use the Product in a manner that competes with Company’s businesses including, but not limited to, displaying Product in any format (including thumbnails) for download, export, edit, or modification on a website, forum, membership site or app offering Product for sale or for free;

g. Falsely represent, expressly or implied, that you are the original creator of the Product or original creator of a visual work that derives a substantial part of its artistic components from the Product, nor may it make the Product available in the form of art prints;

h. Share your Account login or password with a third party, either online or offline, such that third party may gain access to Product.

5. COPYRIGHT.

All Company Product(s) are protected by United States copyright law and international treaty. No ownership or copyright in any Product shall pass to Licensee by the issuance of the license contained in this Agreement. Any activity involving copying, stealing, sub-licensing, re-selling, renting, lending, leasing, assigning, gifting or otherwise transferring the Product(s) is strictly prohibited.

No ownership or copyright of third party images contained within the Product shall pass to the Licensee by the issuance of the license contained in this Agreement.

Licensee will immediately notify Company if it becomes aware or suspects that any third party that has gained access to the Product(s) through Licensee is wrongfully using the Product, in whole or in part, or is violating any of Company’s intellectual property rights, including, but not limited to, marks and copyrights.

6. WARRANTY AND LIMITATION OF LIABILITY.

Company warrants that:

a. the Product will be free from defects in material and workmanship for twenty-one (21) days from delivery. The Licensee’s sole and exclusive remedy for a breach for the foregoing warranty being the replacement of the Product or refund of the license fee paid by you, at Company’s option;

b. it has all necessary rights and authority to enter into and perform this Agreement.

COMPANY DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS OR ITS DELIVER SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE COMPANY NOR THE COMPANY’S THIRD PARTY REPRESENTATIVES SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT.  If Company is liable to you or your employer for any reason then the amount of liability shall be limited to the sum invoiced and paid by you for the use of the particular Product involved. Some jurisdictions do not permit the exclusion or limitation of implied warranties or liability for categories of damages. Company shall not be liable for any damages, costs or losses arising out of or as a result of modifications made to the Product by Licensee or the context in which Product is used in a Derivative Work.

7. PAYMENT.

You will not be allowed to use any Product until payment is made in full.  Any use of a Product by you prior to payment constitutes an infringement of Company’s own and third party proprietary rights and reserves the right to cancel this Agreement and seek damages from you or your employer as the case may be.

8. INTEREST ON OVERDUE INVOICES.

You agree to receive invoices from Company electronically via the email address associated with your Site account. If you fail to pay the Invoice in full within the time specified in the Invoice, Company may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

9. NON ASSIGNABLE LICENSE

The license granted to you may not be assigned to a third party. It is personal to you or your employer.

10. UNAUTHORIZED USE AND TERMINATION

You agree to the condition that Company, its third party inclusive of directors, officers, affiliates and representatives cannot be held responsible for any claim for damages, losses or any costs, including attorneys’ fees if you make unauthorized use of any Product or portion thereof supplied to you by Company, or if you breach any of the terms of this Agreement.

Any use of Product in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling Company, its directors, officers, affiliates and representatives to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. Company reserves the right to terminate this Agreement in the event Licensee:

a. enters the Agreement after having received notice of unauthorized use from Company relating to the Product;

b. fails to pay the License Fee in full within the time specified in the Invoice;

c. otherwise breaches the terms of this Agreement.

Upon termination, Licensee must immediately stop using the Product and destroy, delete or remove the Product from its premises, computer systems or storage or, upon the request of Company, return to Company the Product and, the the case of termination by Company for cause, the Derivative Work in the possession or control of the Licensee.

 

11. MISCELLANEOUS TERMS

Electronic Storage
Licensee shall maintain a robust firewall to safeguard against unauthorized third party access to the Product, including Site account and password which may result in unauthorized third party access to the Product.

Governing Law
This Agreement will be governed in all respects by the laws of the State of Hawaii, USA, without reference to its laws relating to conflicts of law and not including the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Venue for disputes arising under this Agreement shall lie exclusively in the state and federal courts in Honolulu County, Hawaii, and each party agrees not to contest the personal jurisdiction of these courts. Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association (“AAA”) or of the International Centre for Dispute Resolution (“ICDR”) in effect on the date of the commencement of arbitration. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. If Company is required to enforce Company’s rights as a result of any breach of this Agreement, whether a lawsuit is filed or not, it shall be made whole by you for such reasonable legal fees and costs incurred by it.

Severability
If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

Waiver
No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

Entire Agreement
This Agreement contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by Company and accepted in writing by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.

 

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