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Subscription Licensing Agreement
Last Updated June 4, 2018
BY USING THE LICENSING PROGRAM, YOU AGREE TO OUR SUBSCRIPTION LICENSING AGREEMENT. PLEASE READ IT AND PRINT FOR YOUR RECORDS.
THIS SUBSCRIPTION LICENSING AGREEMENT (“Agreement”) is made and entered into by Pandemonium Art, a Utah limited liability company, ("Painting with Jane", "We", "Our", or "Us"), and the undersigned licensee ("You" or "Your"). The Agreement shall be effective upon the date You purchase the Painting with Jane licensing subscription service (the "Subscription").
1. License. Painting with Jane hereby grants you a non-exclusive license subject to the terms of this Agreement:
a. Licensed Materials. The license granted herein allows you to use the artwork, images, instructions, trademarks, and supporting materials provided to you by Painting with Jane in the Subscription catalogue (the “Licensed Materials”) for the limited right to teach, display, and distribute the Licensed Materials in a manner consistent with this Agreement. Examples of authorized uses may include standard paint night parties, painting classes, and art related courses.
You must obtain our prior written permission from Painting with Jane before using the Licensed Materials in any other manner not expressly set forth herein. IF YOUR INTENDED USE EXCEEDS THE SCOPE OF THIS LICENSE OR YOU HAVE A QUALIFYING NON-PROFIT OR CHARITABLE PURPOSE, PLEASE CONTACT PAINTING WITH JANE FOR MORE INFORMATION ON OBTAINING A CUSTOM LICENSE.
b. Ownership. The Licensed Materials are the sole property and original works of Painting with Jane. Except as expressly provided in this Agreement, we retain any and all retains to the Licensed Materials, including, without limitation, copyrights, trademarks, moral rights, the rights of publicity and display, the rights to create copies and authorize derivative works, and the right to monetize the Licensed Materials and derivative works. Nothing in this Agreement shall be construed as transferring or assigning our copyright interest to you in the underlying Licensed Materials and/or any resulting derivative works. We are prepared to defend our rights to the fullest extent provided by law. (While Painting with Jane loves the Art Monster community, we have to protect our rights or else we could lose them forever.)
c. Prohibited Uses. You shall not use the Licensed Materials in any manner that exceeds the scope of this Agreement unless you obtain a separate license from Painting with Jane. (Contact us for a quote.) The following is a non-exhaustive list of examples of prohibited actions:
i. You shall not resell, sub-license, or distribute the Licensed Materials for profit without advanced written permission in a signed agreement with Painting with Jane. Examples include, without limitation: posters, print-on-demand items (e.g., Printful, Zazzle, Etsy, ShipStation, Amazon, or the like), clothing and apparel, accessories, hats, home goods and decor, mugs, paper goods (e.g., postcards, journals, stationary, cards, calendars, and the like), and multi-media (e.g., videos and streams).
ii. You shall not use the Licensed Materials to create videos or other instructional content for posting, streaming, and/or distributing on YouTube, Vimeo, Facebook, Twitter, Snapchat, film, television, over-the-top (OTT) services, or other social media platforms.
iii. You shall not use the Licensed Materials in a competing subscription or licensing program.
iv. You shall not represent yourself as the owner or representative authorized to sell, license, transfer, assign, or exploit the Licensed Materials or any derivative works. Derivative works refer to any work that incorporates any aspects of the Licensed Materials. We actively defend our rights under applicable state and federal laws.
d. Changes to the Licensed Materials. If you are going to edit or alter the Licensed Materials, you agree to submit your revisions to Painting with Jane for prior review and approval. In the unlikely event that certain Licensed Materials are removed from our Subscription catalogue, we will provide written notice on our website. You are prohibited from removing or editing ownership and copyright information in the Licensed Materials' metadata.
e. Non-Exclusive. The license granted hereunder is non-exclusive. You may participate in other licensing programs and subscription services, and we may enter into licensing agreements involving the Licensed Materials with third parties.
f. Credit. You agree to provide credit to Painting with Jane by expressly crediting Painting with Jane as the original author of the Licensed Materials and tagging her social media accounts or website, in the manner most appropriate under the circumstances. You must provide credit in a way that will reasonably provide notice to third parties (e.g., customers, followers, subscribers, or viewers) in light of each online platform's unique features. For example, you would probably violate this Agreement by burying credit at the end of a long post, cropping out a copyright notice at the bottom of any Licensed Materials, or promoting the event in a misleading way.
2. Payments. Your Subscription fee covers monthly access to our Subscription program. You are required to pay the Subscription fee in full for each month that you remain subscribed even if you do not access or use the Licensed Materials. If you fail to make a full and timely payment, then we reserve the right to revoke the license granted through this Agreement in our sole discretion and pursue any and all remedies to the fullest extent allowed by law, including, but not limited to, a claim for U.S. copyright infringement.
3. Term. The Term shall begin on the date you purchase your Subscription, and shall end once this Agreement is terminated pursuant to the terms and conditions set forth in this Agreement.
a. Cancellation by User. Subscriptions are automatically renewed on a monthly basis. You may cancel your Subscription at any time through your PayPal user account, and the pre-paid Subscription fee will remain active until the end of the month-long cycle of your termination. Please refer to PayPal's instructions for how to cancel a subscription. This link is provided for your convenience, but please note that PayPal could change the link or instructions at any time: https://www.paypal.com/us/selfhelp/article/how-do-i-cancel-a-subscription-faq577.
4. Relationship of Parties. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture, or employee of the other party for any purpose. This Agreement is not a work-made-for-hire under U.S. copyright law.
5. Liability and Indemnification. You agree to hold harmless, defend, and indemnify Painting with Jane and its owners, members, employees, agents, affiliates, subsidiaries, assigns, and successors from and against any and all claims, losses, liabilities, judgments, damages, and expenses arising out of any act, error, breach, or omission by you or your agents, employees, or subcontractors resulting from or reasonably related to use of the Licensed Materials.
6. Governing Provisions. The following provisions govern this Agreement:
a. Integration. This is a fully and completely integrated Agreement that incorporates the entire understanding of the parties and supersedes any oral agreements.
b. Modifications. Painting with Jane may modify the terms of this License at any time, effective immediately upon either posting the revised terms to the Painting with Jane website or upon providing direct written notice to you.
c. Severability and Waiver. In the event any portion of this Agreement is deemed unenforceable, all other provisions shall remain in full force and effect, and a waiver of a breach or default hereunder shall not be deemed a waiver of a subsequent breach or default of either the same provision or any other provision of this Agreement.
d. Assignment. You shall not be permitted to transfer or assign any obligations or rights hereunder. Notwithstanding the foregoing, this Agreement shall inure to the benefit of, and be binding upon, the parties’ respective heirs, executors, administrators, assignees, and successors.
e. Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of Utah as to interpretation, performance, and otherwise, and any actions undertaken by the parties are subject to the exclusive jurisdiction of Salt Lake County, State of Utah. The prevailing party shall be entity to attorney fees and costs.
7. Authority to Contract. YOU WARRANT AND REPRESENT THE FOLLOWING: YOU ARE A LEGAL ADULT, OF CLEAR AND SOUND MIND AND FREE FROM THE INCAPACITATING EFFECTS OF ANY DRUGS OR SUBSTANCES THAT MAY IMPAIR YOUR JUDGMENT. YOU ARE FREE FROM DURESS OR COERCION. YOU ARE DULY AUTHORIZED AND ABLE TO ENTER INTO THIS AGREEMENT. YOU HAVE HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL COUNSEL AND/OR WAIVE YOUR RIGHT TO SEEK INDEPENDENT LEGAL COUNSEL. YOU FULLY UNDERSTAND AND ACCEPT THE TERMS OF THIS AGREEMENT.
8. Electronic Signature. The "I accept the terms of the Subscription License" checkbox shall serve as your digital signature. Therefore, by marking the checkbox, you are agreeing to accept the terms of this binding Agreement in full.
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