PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS IS AN ABSOLUTE CONDITION OF YOUR USE OF ANY PRODUCT OR SERVICE OF SPIDEYSVG.COM (“WEBSITE”).

 

This is an agreement between Inmagine Lab Pte. Ltd. (“SPIDEYSVG.COM“, “Our“, “We“, “Us” or “Licensor“) conducting business or transactions through the Website and the user (“You” or “Your”) who downloads the Items (as defined below) from the Website.

 

You understand that the Item is copyrighted and may be owned by a third party, and any unauthorized use by You may be an infringement of such copyright. We reserve the right to amend, substitute or otherwise delete the terms and conditions of this Agreement at any time (“Update”). Such changes are effective from the moment of their publication. If for whatever reason, You do not accept the changes, You may not enter the Site and use its resources.

 

By downloading, purchasing, or subscribing to Items or Our other products/services from the Website, You understand and shall agree to be bound by the terms and conditions stated herein and have also agreed and consented to Our Terms of Use,  Privacy Policy, and Cookie Policy of the Website.

 

If You are purchasing on behalf of a licensee (“Licensee“), You hereby represent and warrant that You are authorized to act on behalf of such Licensee and have full authority to bind the Licensee to this Agreement. If the Licensee fails to abide by this Agreement, You shall be personally and fully liable on a joint and several bases for such failure and any resulting damage or claim.

 

1. Grant

In view of the valuable consideration, We hereby grant You a limited, restricted, terminable, worldwide, nonexclusive, non-transferable, and non-sublicensable license to use, reproduce, modify, publish, and display the Item for the Permitted Uses in accordance with the terms and conditions of the respective license made available via the Website (“License(s)”) and this Agreement. For the purpose of this Agreement, the word “Item” means SVG files, fonts, other products and services, and/or any combination thereof being distributed by Us through the Website. The word “Licensed Work” means the end product or work that has been created by You using independent skill, and effort that incorporates the Item.

 

2. SPIDEYSVG.COM Representation

(i). SPIDEYSVG.COM represents to the best of its knowledge that it owns all rights or has all requisite authority to license the Items under this Agreement; provided, however, that such representation will be deemed inapplicable with regards to the Item which is found to be subject to the ownership or rights of any third party (other than SPIDEYSVG.COM) without the reasonable knowledge or fault of SPIDEYSVG.COM. The copyright and all other rights of the Item shall remain with SPIDEYSVG.COM and its respective contributors/suppliers. However, such representation will be deemed inapplicable regarding an Item that does not carry the corresponding model/property release in relation to the Item which prevents the Item from the intended use.

 

(ii) SPIDEYSVG.COM does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered, or copyrighted designs, works of art or architecture depicted or contained in the Item. You acknowledge that no releases are generally obtained for the Item and that some jurisdictions provide legal protection against a person’s image, likeness, or property being used for commercial purposes when such persons have not provided a release. You shall be solely responsible for determining whether additional release(s) is/are required with Your proposed use of the Item and You are solely responsible for obtaining such release(s). For the avoidance of doubt, the additional release(s) as mentioned herewith include without limitation advertising rights, commercial purposes, exhibition rights, and such other rights that are required separately from the respective third party for Your proposed use of the Item.

 

3. Payment and Refund

(i) Payment policy

 

If You purchase any of the above Licenses or any combination thereof, You hereby authorize Us to charge the relevant License fee(s) listed on Our Website at the time of Your purchase. All fees payable or paid to Us are non-refundable even if You cancel the purchase or Your account has been terminated by Us prior to its expiration.

Upon full payment, You will be receiving an invoice from Us acknowledging Your payment. You must keep and retain such invoice in digital or print form as proof of Your purchase of the License, otherwise, it will be deemed that You do not possess the relevant License.

(ii) Refund policy

 

You may seek a refund only in event of the following below:

 

the file of the downloaded Item is corrupted, and We are unable to fix such a file;

the file of the downloaded Item is inconsistent with its product description in terms of file types and resolution at the time of download/purchase; or

the file of the downloaded Item is missing or unable to be downloaded by You at the time of download/purchase and We are unable to retrieve the such file.

In the event, if You wish to request a refund due to any of the foregoing events above, You must contact Our support team via email at [email protected] in writing not later than thirty (30) days from the date of Your purchase and comply with any instructions as may be directed by Our support team from time to time, failing which, You would have been deemed to waive Your rights for any refund request(s) whatsoever.

 

4. Permitted Usage

The Items are made available to You through and via several types of Licenses which contain the respective permitted usages and restrictions as per the following:

 

Item Permitted Usage/Restriction

Cut Files (SVG, DXF, EPS and PNG format) Personal License:

You may:

– Use the particular Cut File to create the Licensed Work for Your personal use for a perpetual period from the date of purchase of this Personal License;

– have an unlimited physical print of the Licensed Work for Your personal use;

– not use the particular Cut File to create the Licensed Work in any commercial or business-related activities;

– not use or incorporate any Cut File in the Licensed Work for generating revenues or other commercial benefits;

– not use the particular Cut File to create any Licensed Work for use or distribution electronically;

– not alter the format of the particular Cut File other than provided by Us.

Commercial License:

You may:

– use the particular Cut File to create the Licensed Work for Your personal use and commercial use for a perpetual period from the date of purchase of this Commercial License;

– have an unlimited physical print of the Licensed Work for Your personal use and commercial use;

– not use the particular Cut File to create the Licensed Work for any Print-On-Demand and/or embroidery design purposes;

– not use the particular Cut File to create any Licensed Work for use, distribution, or sale electronically;

– not alter the format of the Cut File other than provided by Us.Print-On-Demand License

You may:

– Use the particular Cut File to create the Licensed Work for your personal use, commercial use, and electronic use (including Print-On-Demand and embroidery design purposes) for a perpetual period from the date of purchase of this Print-On-Demand License;

– have an unlimited run of the Licensed Work;

– use the particular Cut File to create Licensed Work for use, sale, and distribution physically and electronically;

– not use the particular Cut File to create the Licensed Work which allows editing of the particular Cut File for use, sale, and distribution electronically;

– not alter the format of the Cut File other than provided by Us.Yearly Commercial License

You may:

– use and download unlimited Cut Files to create the Licensed Works for Your personal use and commercial use for a period of one (1) year from the date of purchase of this Yearly Commercial License;

– have an unlimited physical print of the Licensed Works for Your personal use and commercial use;

– not use the Cut Files to create the Licensed Works for any Print-On-Demand and/or embroidery design purposes;

– not use the Cut Files to create any Licensed Work for use, distribution, or sale electronically;

– not alter the format of the Cut Files other than those provided by Us. Upon the expiry of this Yearly Commercial License, You shall be required to renew this Yearly Commercial License accordingly to continue usage of the Cut Files and/or Licensed Works. Failure to do so will be considered a material breach of this Agreement and shall allow Us to terminate this Agreement pursuant to Clause 8 below. Lifetime Commercial License

You may:

– use and download unlimited Cut Files to create the Licensed Works for Your personal use and commercial use for a perpetual period from the date of purchase of this Lifetime Commercial License;

– have an unlimited physical print of the Licensed Works for Your personal use and commercial use;

– not use the Cut Files to create the Licensed Works for any Print-On-Demand and/or embroidery design purposes;

– not use the Cut Files to create any Licensed Work for use, distribution, or sale electronically;

– not alter the format of the Cut Files other than those provided by Us.Extended Yearly Commercial License

You may:

– Use and download unlimited Cut Files to create the Licensed Work for your personal use, commercial use, and electronic use (including Print-On-Demand and embroidery design purposes) for a period of one (1) year from the date of purchase of this Extended Yearly Commercial License;

– have an unlimited run of the Licensed Works;

– use the Cut Files to create Licensed Works for use, sale, and distribution physically and electronically;

– not use the Cut Files to create the Licensed Works which allows editing of the Cut Files for use, sale, and distribution electronically;

– not alter the format of the Cut Files other than those provided by Us. Upon the expiry of this Extended Yearly Commercial License, You shall be required to renew this Extended Yearly Commercial License accordingly to continue usage of the Cut Files and/or Licensed Works. Failure to do so will be considered a material breach of this Agreement and shall allow Us to terminate this Agreement pursuant to Clause 8 below.

Fonts Commercial License:

You may:

– use the particular Font to create the Licensed Work for Your personal use, commercial use, and/or Print-OnDemand purposes for a perpetual period from the date of purchase of this Commercial License;

– have an unlimited print of the Licensed Work for Your personal use, commercial use, and/or Print-OnDemand purposes;

– use the particular Font to create the Licensed Work for use, sale, and distribution electronically;

– not use the particular Font to create the Licensed Work for any embroidery design purposes;

– not use the particular Font to create the Licensed Work which allows editing of the Font for use, sale, and distribution electronically;

– not alter the format of the particular Font other than provided by Us.Extended Yearly Commercial License:

You may:

– use and download unlimited Fonts to create the Licensed Works for Your personal use, commercial use, and/or Print-On-Demand purposes for a period of one (1) year from the date of purchase of this Extended Yearly Commercial License;

– have an unlimited print of the Licensed Works for Your personal use, commercial use, and/or Print-OnDemand purposes;

– use the Fonts to create the Licensed Works for use, sale, and distribution electronically;

– not use the Fonts to create the Licensed Works for any embroidery design purposes;

– not use the Fonts to create the Licensed Works which allows editing of the Fonts for use, sale, and distribution electronically;

– not alter the format of the Fonts other than those provided by Us. Upon the expiry of this Extended Yearly Commercial License, You shall be required to renew this Extended Yearly Commercial License accordingly to continue usage of the Font and/or Licensed Works. Failure to do so will be considered a material breach of this Agreement and shall allow Us to terminate this Agreement pursuant to Clause 8 below.

Note:

– We will provide customer support (including Item recovery, Item replacement, and Item alteration) (“Customer Support”) to You for a period of one (1) year only from the date of purchase of any of the License above provided that upon such request, You must furnish Us a copy of the invoice as a proof of Your purchase.

 

– In the event that any cessation of business, insolvency, amalgamation, and reorganization were to occur, We shall use our best efforts to notify You through email notifications and/or via a notice on Our Website (“Notice”). Upon the provision of such Notice to You, You will be entitled to Customer Support. For clarity, the period of such Customer Support will be for a term of only one (1) year from the date of such Notice

 

5. Restrictions

You hereby undertake to Us that:

 

(i) Any or all Items downloaded or purchased by You can only be used by You only. Accordingly, You shall not share, distribute, transfer, assign, sub-license, or resell the Items (on an unaltered, unmodified, and standalone basis, regardless of format type) to any person or entity. However, in the event where You are purchasing the Item for use by or on behalf of Your client (who is the ultimate end user), You are required to purchase the appropriate License to ensure compliance;

 

(ii) You shall not alter, modify, vary, re-size, reverse engineer, or howsoever amend any or all Items except as permitted herein;

 

(iii) You shall not create any derivative works based on any or all Items;

 

(iv) You shall not use or incorporate any or all Items or any part thereof into a logo, corporate identity, trademark, or brand;

 

(v) You shall not use any or all Items in any manner that infringes the intellectual property rights of any party, or in any way subject Us to any unfavorable actions by any party or regulatory actions;

 

(vi) You shall not use any or all Items to generate, create, produce or howsoever associated such Items to defamatory, offensive, harmful or abusive materials or articles,

 

failing which, You shall indemnify Us in accordance with Clause 11 below and We shall exercise Our right, at Our sole discretion, to terminate this Agreement with You in accordance with Clause 8 below.

 

6. Unilateral Action

You understand and agree that SPIDEYSVG.COM may, in its sole discretion:

 

(i) monitor anything you download from the Site, as frequently as SPIDEYSVG.COM in its sole discretion determines;

 

(ii) limit downloads to a fixed number of total downloads per twenty-four (24) hour period, per user, as to ensure the best possible service to all SPIDEYSVG.COM subscribers;

 

(iii) track any abuse of your username and password in connection with the Site or in connection with this Agreement;

 

(iv) terminate your account immediately if we detect you are using, or are trying to use any automated means to download the Item;

 

(v) terminate your account, without notice, if it finds what SPIDEYSVG.COM believes to be any violation of this Agreement and/or any abuse of your username and password. If your account is terminated for any violation of this Agreement and/or any abuse of a username or password, you shall lose all rights to the Item, must immediately delete all Item acquired from SPIDEYSVG.COM, and forfeit all fees paid.

 

7. Unauthorised Use

Any of Our representations, warranties, and obligations in this Agreement shall not be applicable and unenforceable if any of our Items, or our products/services are being used by You in a manner not specifically authorized by this Agreement or if You are in breach of this Agreement.

 

8. Termination

(i) This License is effective until it is terminated. You can terminate this Agreement by:

 

(a) deleting and destroying all Item downloaded by You and in Your possession, and any Licensed Work(s), and copies / accompanying materials thereof;

 

(b) ceasing to use the Item for any purpose.

 

(ii) We can terminate this Agreement without notice to You if You fail to comply with any of the terms and conditions of the Agreement. Upon such termination, You must immediately carry out paragraphs 11(a) and (b) above with or without further notice from Us and confirm in writing to Us that the foregoing requirements have been completed.

 

9. Intellectual Property Rights

All Items, products/services, or, all other materials made available on the Website or rendered to You pursuant to this Agreement (including, fonts, SVG files, and other works) belong to Us exclusively (collectively, “Intellectual Property Works”). Except as expressly and explicitly permitted by Us, nothing in this Agreement shall be construed as or deemed to grant any license, right, or permission to You to use such Intellectual Property Works. You further agree not to sell, license, sub-license, rent, modify, edit, change, vary, copy, reproduce, transmit, publicly display, or howsoever distribute the Intellectual Property Works for any purposes not expressly permitted by this Agreement, failing which, You shall be responsible to indemnify Us on a full indemnity basis in accordance with Clause 11 below. Any and all Licenses granted pursuant to this Agreement will be terminated automatically without notice from Us should You fail to comply with any provision of this Agreement.

 

10. Limitation of Liability

In No Event Shall We And Indemnified Persons (As Defined Herein), Be Liable To You For Any Damages (Including But Not Limited To, Any Direct, Indirect, Punitive, Incidental Special, Consequential, Or Exemplary Damages). Tangible Or Intangible Losses, Expenses, Liabilities Under Any Causes Of Action (Whether In Contract Or Tort Including, But Not Limited To Negligence, Or Otherwise) Caused Through The Use Of, Or The Inability To Use, Our Items Or Other Products/Services (Including, The Item) And/Or Any Combination Thereof.

These Limitations And Exclusions Of Our’S And Indemnified Persons’ Liability Shall Apply Notwithstanding Any Circumstances. Some Jurisdictions May Not Allow Any Part Of These Limitations And Exclusions Of Liability, In Such Case, Our Liability And/Or The Liability Of Indemnified Persons Shall Be Limited To The Greatest Extent Permitted By The Law Of The Applicable Jurisdiction.

 

11. Disclaimer

Our Products/Services And Any Combination Thereof (Including, The Item) Are Provided To You On An “As Is”, “As Available” And “With All Faults” Basis Without All Warranties, Express Or Implied Of Any Kind, Including, But Not Limited To The Implied Warranties Of Merchantability, Fitness For A Particular Purpose And Non-Infringement. We And/Or Our Parent Company, Subsidiaries, Affiliated Entities, And Their Directors, Officers, Employees, Agents, And/Or Assignees Make No Representation And Do Not Warrant That: (A) Our Products/Services Or Any Combination Thereof (Including, The Item) And/Or Any Combination Thereof Will Meet Your Requirements Or That Its Use Will Be Uninterrupted Or Error-Free; (B) The Results Obtained, Produced Or Generated From The Use Of Our Products, Services (Including, The Item) And/Or Any Combination Thereof Will Be Accurate, Reliable Or Error-Free. The Entire Risk As To The Quality And Performance Of Our Products/Services (Including, The Item) And/Or Any Combination Thereof Rest Entirely With You.

 

12. Indemnification

You Hereby Irrevocably Agree And Undertake To Fully Defend And Indemnify Us And Our Employees, Directors, And Officers, And Anyone Else Associated With Us, And Each Of Their Successors, (Sub)Licensees, And Assigns (“Indemnified Persons”) Free And Harmless From Any And All Claims, Liabilities, Costs, Losses, Damages, Or Expenses Whatsoever, Including Attorneys’ Fees And Expenses, Howsoever Arising From:

 

(I) Your Breach Or Any Alleged Breach Of Any Representation, Warranty, Or Terms Of This Agreement;

 

(Ii) Your Violation Of Any Third Party Rights (Including But Not Limited To, Any Copyright, Privacy Rights, And Other Intellectual Property Rights);

 

(Iii) Your Willful Default, Negligence, Or Misconduct;

 

(Iv) Your Unauthorised Use Of Our Website, Services, Items, Products, And/Or Materials;

 

(V) Your Violation Of Any Applicable Law And Regulation;

 

(Vi) Your Licensed Works Or Any Other Works Produced By You Using Our Items, Products/Services, Or Any Combination Thereof.

 

This Clause Shall Survive The Termination Or Expiration Of This Agreement.

 

13. SPIDEYSVG.COM Indemnity

Provided that You have not breached the terms of this Agreement, SPIDEYSVG.COM agrees to defend, indemnify, and hold You harmless up to the Liability Cap (defined below). Such indemnification shall only apply to claims for damages directly attributable to SPIDEYSVG.COM’s breach of the warranties and representations in this Agreement, arising out of or directly connected to any valid actual or threatened third-party lawsuit, claim, or legal proceeding alleging the possession, distribution, or use of unaltered Item downloaded from the Site. This indemnification is on the condition that You give SPIDEYSVG.COM:

 

(i) no later than five (5) business days written notice from the date You know or reasonably should have known of the claim or threatened claim, where such notification must include all details of the claim then known to You and emailed to [email protected], Attention: General Counsel;

 

(ii) complete information, assistance, and cooperation for the defense or settlement thereof;

 

(iii) at SPIDEYSVG.COM’s option, sole control of any defense, settlement, or action related thereto.

 

SPIDEYSVG.COM shall not be responsible for any claim settled without SPIDEYSVG.COM’s consent or any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.

 

14. Liability Cap

Our maximum aggregate obligation and liability to You for all claims (assessed collectively) under Section 12 shall be limited to Twenty-Five Thousand United States Dollars (US$25,000.00) or the total amount of the license fees paid by You for the Item, whichever the lower (“Liability Cap“).

 

15. Governing Law and Jurisdiction

This Agreement shall all be governed by the laws of Singapore, subject to its jurisdiction, and without regard to the conflict of laws principles. All disputes arising in connection with the performance of this Agreement shall be settled through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days after the commencement of negotiations, the parties agree to submit the dispute to Singapore International Arbitration Centre. The number of arbitrators shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties. You further acknowledge and agree that any breach of any covenant, representations, and warranties contained in this License would cause irreparable injury to Us such that damages and remedies under Singapore Law for any breach of any such covenant would be inadequate. You further acknowledge and agree that the arbitral tribunal may order any interim measure it deems necessary or proper in accordance with the applicable laws of Singapore, including without limitation, any injunctive or enjoining procedural orders or interlocutory awards.

 

16. Assignment

You shall not assign or transfer to anyone the license/right granted to You in this Agreement, without Our prior written consent and any attempted or actual assignment or transfer thereof shall be null and void. We reserve the right to assign the whole or any part of this Agreement to any of Our affiliated entities with or without Your consent.

 

17. Variation/Amendment

We may without notice, at any time and from time to time, vary, change, modify, alter, or supplement the whole or any part of this Agreement. The updated version (including, any variations, changes, modifications, alterations, or supplements thereof) shall apply and supersede all previous versions and You shall be bound by the updated version.

 

18. Electronic Agreement

You have agreed and reaffirmed Your agreement to this Agreement electronically by downloading, purchasing, or subscribing to any of Items or Our other products/services (including the Item).

 

19. Entire Agreement

You acknowledge that You have read and understand this Agreement, Terms of Use for the Website, Our Privacy Policy, and Cookie Policy, and hereby agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between You and Us, which supersedes any proposal or prior agreement, oral or written, and any other communication between You and Us relating to the subject of this Agreement. The explanations to FAQs and other explanations and content provided on Our Website, if any, are for Your information only and are not, and shall not be construed as, part of this Agreement.

 

20. Severability

Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other condition, and the remainder of this Agreement will be construed to most closely give effect to the party's intentions.

 

21. No Third-Party Rights

Any person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to, or identified, in this Agreement) shall have no right whatsoever to enforce this Agreement or any part thereof.