These Digital Artwork License Terms (the “Terms”) are entered into by and between the customer (“you,” “your”) and Melanie Helena Photography and Design (“we,” “us,” and “our”).

Scope.
These Terms apply to any image, artwork, graphics, digital assets, or digital images created or taken by us and delivered to you (the “Image” or “Images”). By making a purchase and downloading Images from us, you are accepting these Terms and agree to be bound by all provisions and conditions of these Terms.

License Grant.
Your purchase of one Image grants you one non-exclusive, non-sublicensable, non-transferable, worldwide limited right to reproduce, publicly display, and distribute the Image in accordance with the Permitted Use (as defined below) and in accordance with these Terms (the “License”). Unless otherwise stated, each License applies to only one Image.

Permitted Use.
The License allows you to use the Image for: (i) your own unlimited personal use and (ii) Limited Commercial Use, as defined below.

“Limited Commercial Use” means that you are allowed to sell up to 500 instances utilizing the Image for your business only on a physical end product that is being sold for profit or financial gain. Only you, as the purchaser, are allowed to use the Image for your business purposes.

Subject to the other conditions in these Terms, as the purchaser of the Image and this License, YOU MAY:

• Use the Image in all ways that a personal license may be used for an unlimited number of uses on physical end products;

• Print the Image on physical end products that will be used for financial gain or for profit for your business;

• Print the Image on promotional materials in relation to the sale of your goods and/or services;

• Use the Image on your website or social media to promote the sale of your goods and/or services;

• Use the Image on packaging, advertisements, or for other commercial activity for your business;

(collectively the “Permitted Use”). Any use of the Image that is not within the Permitted Use will constitute infringement of our intellectual property rights. If you are not sure whether your intended use of the Image falls within the Permitted Use, please contact me.

Restricted Uses.
You may not do anything with the Image that is not expressly permitted by these Terms, this includes, without limitation, the restrictions below.

YOU MAY NOT, either individually or in connection with others:

• Use the Image for the sale of digital items or for any print on-demand service;

• Use the Image for any trademark;

• Alter the Image in any way other than changing the scale of the design;

• Sell, package, or redistribute the Image in its original form for financial gain;

• Share, gift, or redistribute the Image in any way to be used for by others for their commercial activities (multiple users need to purchase their own commercial licenses);

• Use the Image in any way that is considered obscene, pornographic, immoral, illegal, harassing, offensive, infringing, defamatory, or libelous in nature;

• Remove any notice of copyright, trademark, or other propriety right that may be embedded in or attached to the Image;

• Use or display the Image in any way that may enable it to be downloaded, redistributed, or shared to others;

• Claim the Image as your own;

• Use or permit the Image to be used in any way that is not expressly permitted in these Terms;

Intellectual Property Rights.
The Image, whether modified or not, all derivative works, and all intellectual property and ownership rights relating thereto, are and at all times will remain our sole and exclusive property. You agree that you will not claim or attempt to claim ownership of or register any intellectual property rights, including, without limitation, any trademark or copyright, in the Image, whether modified or not.

Termination.
Your breach of any of the terms or conditions herein will be cause for termination of the License. In the event of termination, and without limitation of any remedies in law or equity, you agree to immediately return to me or destroy the Image and any copies thereof and to certify that no copy remains in your possession or control.

Refunds.
Due to the digital nature of the Image you purchased, all sales are final. No refunds, exchanges, or substitutions will be made. You agree not to make or attempt to make any chargeback via your payment provider.

Indemnification.
You agree to defend, indemnify, and hold harmless, us, and our subsidiaries, affiliates, agents, officers, directors, employees, or partners, from any claim, demand, cause of action, including attorney’s fees and costs, arising from your use of the Image, as well as any third-party claims of any kind arising from or relating to your actions in relation to the Image.

Miscellaneous.
(a) These Terms are the entire agreement and understanding between the parties and supersedes all prior or contemporaneous communications, contracts, or agreements between the parties, whether written or oral, with respect to the subject matter in these Terms. (b) These Terms cannot be modified except in writing signed by both parties. (c) Headings are for convenience only and are not to be
construed to limited or otherwise affect these Terms. (d) If any part of these Terms is declared unenforceable or invalid, the remainder of the Terms will continue to be valid and enforceable. (e) The failure of either party to insist upon the performance of any term or condition herein, or the waiver of any breach of any term or condition herein, will not be construed as subsequently waiving any such term or condition, but the same terms will continue and remain in full force and effect. (f) These Terms will be governed by, construed, and enforced in accordance with the laws of the State of Maryland.

Warranty Disclaimer/Limitation of Liability.
TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE IMAGE, THE LICENSE, AND ANY INFORMATION RELATED THERETO ARE PROVIDED TO YOU “AS-IS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE IMAGE OR LICENSE. YOU AGREE THAT IN NO EVENT, INCLUDING, WITHOUT LIMITATION, FOR NEGLIGENCE, TORT, BREACH OF CONTRACT, STRICT LIABILITY, AND BREACH OF WARRANTY SHALL WE, OUR SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, OR PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY IN ANY WAY FOR DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS, INCLUDING, BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, AND/OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, THOSE ARISING FROM THE USE OF OR INABILITY TO USE THE IMAGE; THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR THROUGH THE IMAGE; ANY DEALINGS WITH OTHER THIRD PARTIES; ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED; ANY FAILURE TO STORE OR LOSS OF DATA, FILES, OR OTHER CONTENT; ANY LOSS INCURRED BY YOU OR YOUR BUSINESS, INCLUDING, BUT NOT LIMITED TO, LOSS OF CLIENTS, LOSS OF GOODWILL, LOSS OF INCOME OR REVENUE, LOSS OF ANTICIPATED INCOME, LOSS OF SALES; OR ANY OTHER LOSS OR DAMAGE OF ANY KIND.

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Melanie Helena Photography and Design
melaniehelena.com
melanie@melaniehelena.com