Digital File License Agreement

LICENSE AGREEMENT

 

The following is a legal agreement between You (the person or authorized representative of an entity) and Purple Carrot Designs LLC (“Purple Carrot”) which governs the use of Purple Carrot’s Digital File. By purchasing this license to use Purple Carrot’s Digital File, You accept the terms of this Agreement as a legally binding document without any other conditions or declarations and agree to the restrictions specified herein.  If You do not agree with these terms, Purple Carrot will not and does not license the Digital File to You and You must not use the Digital File.

 

  1. DEFINITIONS.

(a) “Digital File” shall mean the PNG or SVG provided by Purple Carrot to You as indicated on your purchase order, invoice, receipt, or the like.

 

(b) “Use” shall mean (i) saving the digital file to a computer, and (ii) printing the Digital File for personal use OR for commercial use when the Extended Use License has been purchased in addition to the Digital File.

 

(c)  “Extended Use License” shall apply only if purchased along with the Digital File. Extended Use License covers end products created by You for items like sublimation prints, DTF prints, vinyl stickers, paper stickers, paper crafts etc.

 

(d) “Print on Demand” shall mean after purchasing the Digital File You are not allowed to then send the Digital File to another company to have it produced on any end product. End products must be made by You no matter if the file is for personal or commercial use.

 

  1. LICENSE GRANT. In consideration of payment for the Digital File, Purple Carrot hereby grants You a personal or commercial, non-exclusive, non-assignable, worldwide, and royalty-free license to use the Digital File under the terms and conditions in this Agreement. You can use the Digital File up to 50 times before the Extended Use License must be purchased.

 

If purchasing for screen print, sublimation print, or any transfer print of any kind the Extended Use License MUST be purchased along with the digital file initially.

 

  1. USE RESTRICTIONS. You will not make any modifications or enhancements to the Digital File including creating any new works using any part of the Digital File. You cannot sell, resell, make copies, reproduce, distribute, replicate, or print on demand the original Digital File.

 

If the Extended Use License is purchased, you CAN sell an end product created with the Digital File purchased as long as it is created by You. You cannot make copies, reproduce, distribute, replicate, or print on demand the Digital File even with the Extended Use License.

 

Purple Carrot reserves any right not expressly granted to You. 

 

  1. TITLE TO DIGITAL FILE. You acknowledge and agree that the Digital File is provided under license and not sold to You. Purple Carrot retains all title and ownership of the Digital File including all copyrights, trademarks, enhancements, and modifications to the Digital File.

 

  1. LICENSE TERM AND TERMINATION. This License remains in force until You stop using the Digital File or until Purple Carrot terminates this License because of your failure to comply with any of the terms and conditions. Purple Carrot shall have the right to immediately terminate this License if You fail to perform any obligation required under this agreement.  Upon termination of this License, You shall return to Purple Carrot or destroy the original and any copies of the Digital File including partial copies and modifications. Purple Carrot shall have a reasonable opportunity to conduct an inspection of your home or place of business to assure compliance with this provision. At any time after your purchase of the Digital File Purple Carrot can request proof of purchase from you.

 

  1. WARRANT DISCLAIMER. THE DIGITAL FILE IS PROVIDED “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND.

 

  1. GENERAL PROVISIONS. The validity and interpretation of this Agreement shall be governed by and construed in accordance with Colorado law except as to trademark, copyright and other proprietary matters which may be preempted by United States laws and international treaties. In the event of any violation of this Agreement, Purple Carrot reserves the right to pursue any state law remedies (including contractual remedies) or remedies under federal laws or both. The parties agree to exclusively submit any controversy or claim arising hereunder or in any way arising from their relationship or use of intellectual property to confidential binding arbitration in Larimer County, Colorado, to the extent permissible under law, before a reasonably priced single attorney having experience in enforcement of trademark, contracts, and intellectual property rights in a growing business and who will enforce the contract according to its terms.  Such arbitration shall be conducted in accordance with applicable law and the Commercial Arbitration Rules (CAR’s) of the American Arbitration Association (AAA) with each applicable law modified for efficiency and: a) to avoid the involvement of the AAA, b) to provide for the minimal amount of discovery and other pre-hearing procedures consistent with a fair resolution of the dispute, and c) to endeavor for the dispute to be resolved within 180 days of the arbitrator’s appointment unless the arbitrator determines that justice requires otherwise. For further efficiency, selection of the arbitrator shall be made promptly by two attorneys, one of which may be selected by each party.  Any appropriate award, including but not limited to injunctive relief if deemed appropriate, rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party may be entitled to recover reasonable attorney fees and costs incurred in such arbitration.  In the event any claim or controversy arises which is not subject to binding arbitration under this section, the parties agree to submit to exclusive jurisdiction and venue for the resolution of such dispute in the District Court of Larimer County, Colorado, or to the extent necessary in federal court in the District of Colorado. Nothing contained herein will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise between the parties.

 

  1. FINAL AGREEMENT. You acknowledge and accept that these terms constitute the entire agreement between You and Purple Carrot regarding its subject matter and to the extent inconsistent, supersedes any prior versions and past contracts. No modification by You to the terms or any additional authorization will be binding unless authorized by an officer of Purple Carrot in writing. Any express waiver or failure to exercise any right under the terms will not create a continuing waiver or any expectation of non-enforcement.  If any provision of the terms is held invalid by any competent court, governmental entity or arbitrator, such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the terms will remain in full force and effect. The headings in the Agreement are for reference only and shall not affect the interpretation of this Agreement.

 

  1. Should you have any questions concerning this agreement you may contact Purple Carrot at www.purplecarrotdesigns.com or purplecarrotdesigns@gmail.com.

 

This Statement of Relationship and Product License Agreement was last revised August 19, 2022.