END USER LICENSE AGREEMENT
IMPORTANT, PLEASE READ CAREFULLY
BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE LICENSED CONTENT, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS:
1. End User License Agreement
- This end-user license agreement (“EULA”) is a legal agreement between you (hereinafter sometimes referred to as “you,” “End User”) and BRIGADE, LLC (“BRIGADE”) for the BRIGADE software products, designs, videos and other content accompanying this EULA, which include any font software and typefaces generated thereby (collectively, “Font Software”), digital wall papers (“Wallpapers”), designs (“Designs”) and videos (“Videos”) (the Font Software, Wallpapers, Designs and Videos, collectively, “Licensed Content”). Without limiting the foregoing, the term “Licensed Content” also includes: (i) any and all contents, components, attachments, software, media, and code with which this EULA is provided and delivered; (ii) any and all related explanatory written materials, instructions and other documentation related thereto (“Documentation”); and (iii) and any and all upgrades, modified versions, patches, corrections, updates, additions, extensions, and copies of the Licensed Content (the “Upgrades”) provided to you by BRIGADE, or authorized licensees of BRIGADE.
- If you do not agree to the terms of this EULA, you should not install, copy, download or use the Licensed Content. You agree that your use of the Licensed Content acknowledges that you have read this EULA, understand it, and agree to be bound by its terms and conditions, and that you represent and warrant that you are an adult and are either accepting this EULA on behalf of yourself or on behalf of your child or ward, as the case may be. If you have not attained the age of majority, you must obtain the necessary permission in the form required by law from your parents or other legal representatives.
It is hereby understood and agreed that, as between you and BRIGADE, BRIGADE is the owner of all right, title and interest to the Licensed Content, regardless of the media or form of the original download, whether online or otherwise. Under no circumstances will your download, installation, copying or use of the Licensed Content give you any intellectual property rights, proprietary rights or ownership rights in the Licensed Content or in any logos and/or trade or service marks of BRIGADE. All right, title and interest in and to the Licensed Content belong solely to BRIGADE and its licensors.
- The Licensed Content is licensed, not sold, to you by BRIGADE for use only under the terms and conditions of this EULA. The Licensed Content is protected by copyright and trademark laws and international copyright treaties, as well as other intellectual property laws and treaties. The rights granted herein are limited to BRIGADE’s and its licensors’ intellectual property rights in the Licensed Content and do not include any other patents or intellectual property rights. The Licensed Content may contain license management software (also known as digital rights management software) that restricts your use of the Licensed Content.
- In the event BRIGADE, in its sole discretion, elects to provide any Licensed Content-related services to you directly in the future, such services and features may be subject to further terms and conditions set forth in an updated or separate EULA.
- An Internet connection may be required to access, activate, update or otherwise use the Licensed Content.
4. EULA For Upgrades
The terms of this EULA will govern any Upgrades provided by BRIGADE that replace and/or supplement the original Licensed Content, unless such Upgrade is accompanied by a separate license in which case the terms of that license will govern.
5. Grant Of License And Restrictions
- Subject to your agreement to and continuing compliance with this EULA, BRIGADE hereby grants, and you hereby accept, a limited, non-exclusive, non-transferable, revocable and terminable license to: (i) install the Licensed Content on the local hard disk(s) or other permanent storage media of one (1) computer, smartphone or tablet device solely owned by you or under your legitimate control (such computer, smartphone or tablet device sometimes referred to herein as a “Unit”); and (ii) use the Licensed Content only for your personal, non-commercial purposes as set forth herein.
- Permitted Usages. Your use of the Licensed Content is strictly limited to the following activities:
- Using/displaying the Licensed Content in a social media post from a personal Instagram/Twitter/Facebook account, provided that such use/display does not permit: (a) the download, extraction or modification of the Licensed Content by any third party, or (b) any other use of the Licensed Content by any third party.
- Using/displaying the Licensed Content as part of a personal blog post, provided that such use/display does not permit: (a) the download, extraction or modification of the Licensed Content by any third party, or (b) any other use of the Licensed Content by any third party.
- Using/displaying the Licensed Content in personal, e-mail communications, provided that such use/display does not permit: (a) the download, extraction or modification of the Licensed Content by any third party, or (b) any other use of the Licensed Content by any third party.
For all usages of the Licensed Content on Instagram, you must provide BRIGADE with credit in the form of a tag as follows:
Failure to provide the foregoing credit shall be deemed a breach of this EULA.
- All other usages of the Licensed Content are expressly prohibited. For purposes of example and without limitation, you shall not:
- Use the Licensed Content or any portion thereof on or in connection with any merchandise or commercial product (e.g., without limitation clothing, posters, letterhead, and/or any other consumer products); or
- Resell, sublicense or re-distribute of any portion of the Licensed Content in any manner, including without limitation, re-selling the Licensed Content (or merchandise containing the Licensed Content) on a commercial site, or licensing, selling or distributing the Licensed Content to clients; or
- Use the Licensed Content or any portion thereof to support the sale or promotion of any goods or services (for example, on a commercial site or as part of point-of-sale materials); or
- Embed the Licensed Content in electronic documents; or
- Use the Licensed Content or any portion thereof in videos, motion pictures or other audio-visual works (except the Videos may be used as set forth in Section 5.B); or
- Use the Licensed Content or any portion thereof in alphabet or letterform-related products; or
- Copy or reproduce, auction, loan, lease, rent, sublicense, gift or transfer the Licensed Content or any portion thereof; or
- Electronically transfer the Licensed Content or any portion thereof through a LAN (local area network) or file sharing network; or
- Modify, adapt, translate, or create derivative works based on the Licensed Content or any portion thereof; or
- Embed the Licensed Content or any portion thereof in software, apps, or hardware; or
- Distribute the Licensed Content or any portion thereof on a standalone basis, or in a manner that will allow others to use the Licensed Content; or
- Assign, sublicense, transfer, pledge, lease, rent, lend or otherwise share the Licensed Content or any portion thereof to any other person or entity; or
- Use, develop, distribute or sell software or other technology designed to modify the Licensed Content or any portion thereof without BRIGADE’s authorization; or
- Exploit the Licensed Content or any portion thereof for any commercial purpose; or
- Use/display the Licensed Content unless you provide BRIGADE with the required credit/tag set forth in Section 5.B; or
- Remove, disable or circumvent any security protections such as digital rights management, proprietary notices or labels contained on or within the Licensed Content.
Any use of the Licensed Content in violation of these limitations shall be regarded as an infringement of BRIGADE’s copyrights and/or other rights in and to the Licensed Content, and a breach of this EULA.
If you would like to use the Licensed Content in any manner that is not expressly authorized under this EULA, please contact us at: firstname.lastname@example.org.
6. Description Of Other Rights And Limitations
- From time to time, at BRIGADE’s sole discretion, BRIGADE may provide you with support services related to the Licensed Content (“Support Services”); however, and for the avoidance of doubt, BRIGADE is under no obligation to provide Support Services to you. Further, BRIGADE reserves the right to alter, suspend, and terminate the Support Services at any time and for any reason.
- Any supplemental software, code, content, or media provided to you in the course of Support Services shall be considered part of the Licensed Content and subject to the terms and conditions of this EULA.
- You shall not modify, sublicense, assign, or transfer the Licensed Content or any rights under this EULA.Any attempt to otherwise sublicense, assign, or transfer any of the rights, duties, or obligations shall be void.
- BRIGADE shall have the right, at any time, without notice to you to: (i) unilaterally suspend or modify access to the Licensed Content; (ii) improve or modify the Licensed Content, or any of its parts; and (iii) modify the hardware or system requirements to run the Licensed Content. BRIGADE shall never be liable if the hardware or software performance of your Unit prevents the Licensed Content from working, even if your Unit meets the minimum hardware or system requirements for the Licensed Content.
- The Unit on which you use the Licensed Content must meet minimum system requirements. You acknowledge that the Licensed Content may contain additional software and/or middleware (“Required Software”) that are necessary to use the Licensed Content, and that said Required Software may be installed on your Unit when you install the Licensed Content.
7. Collection And Use Of Information
- This EULA is effective until terminated. You may terminate it at any time by destroying the Licensed Content, including without limitation all copies, full or partial, and removing all of its component parts. BRIGADE may terminate this EULA at any time for any reason. The term of this EULA runs concurrently with the period during which you use and retain the Licensed Content.
- Your rights under this EULA will terminate automatically without notice from BRIGADE if you fail to comply with any term(s) or condition(s) of this EULA. In such event, no notice shall be required by BRIGADE to effect such termination.
- Upon termination of this EULA for any reason, you shall cease all use of the Licensed Content and destroy all copies, full or partial, together with all modifications, printed or written materials, and merged portions in any form and remove all component parts of the Licensed Content which have been downloaded onto your Unit.
9. Intellectual Property Rights
- As between you and BRIGADE, BRIGADE shall retain and own all right, title, and interest, including without limitation any and all copyrights, trademarks and other intellectual property rights of any kind, in the Licensed Content and all elements thereof and any modifications or improvements made thereto, including without limitation Updates and Documentation.
- You acknowledge BRIGADE’s exclusive rights in the Licensed Content and that the Licensed Content is unique and original to BRIGADE and that BRIGADE is owner thereof. Unless otherwise permitted by law, you shall not, at any time during or after the effective Term of the EULA, dispute or contest, directly or indirectly, BRIGADE’s exclusive right and title to the Licensed Content or the validity thereof.
- You hereby expressly agree not to extract information, reverse engineer, disassemble, decompile, or translate the Licensed Content, or otherwise attempt to derive the source code of the Licensed Content, except to the extent allowed under any applicable law. In the event that such activities are permitted by applicable law, any information you, or your authorized agent, discover shall be promptly disclosed to BRIGADE and shall be deemed the confidential information of BRIGADE.
- This section shall expressly survive the termination or expiration of this EULA.
10. Export Law Assurances
Any download, installation or use of the Licensed Content involves products and/or technical data
that may be subject to export or import regulations in the United States and other jurisdictions. By downloading, installing or otherwise using any Licensed Content, you are agreeing to comply strictly with all such regulations.
11. Disclaimer Of Warranties
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED CONTENT IS PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND BRIGADE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED CONTENT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. BRIGADE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED CONTENT, THAT THE FUNCTIONS CONTAINED IN THE LICENSED CONTENT WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED CONTENT WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BRIGADE OR A BRIGADE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED CONTENT PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
12. Limitation Of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BRIGADE, ITS AFFILIATES OR LICENSEES, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED CONTENT OR DEFECT IN OR CAUSED BY THE LICENSED CONTENT, INCLUDING BUT NOT LIMITED TO COMPROMISING THE SECURITY OF YOUR UNIT, OPERATING SYSTEM OR FILES, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF BRIGADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, BRIGADE’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE LICENSED CONTENT OR REPLACEMENT OF THE LICENSED CONTENT WITH PRODUCT OF COMPARABLE RETAIL VALUE, AS BRIGADE MAY ELECT IN ITS SOLE DISCRETION. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN PART OR WHOLE.
13. Defects And Security Warning
- WITHOUT LIMITING THE FOREGOING, BRIGADE DOES NOT ENSURE CONTINUOUS, ERROR-FREE, SECURE OR VIRUS-FREE OPERATION OF THE LICENSED CONTENT.
- WARNING: BY INSTALLATION AND/OR USE OF THE LICENSED CONTENT, YOU MAY BE INSTALLING INTO YOUR UNIT SOFTWARE THAT IS ALLEGED OR MAY BE ALLEGED TO COMPROMISE THE SECURITY OF YOUR UNIT, ITS OPERATING SYSTEM AND FILES. IF AT ANY TIME YOU WISH TO DE-INSTALL THE LICENSED CONTENT BECAUSE YOU BELIEVE THE SECURITY OF YOUR UNIT, OPERATING SYSTEM OR FILES MAY BE OR HAS BEEN COMPROMISED, YOU MAY NEED TO EXECUTE A SEPARATE ROUTINE TO DE-INSTALL THE FEATURE THAT MAY BE COMPROMISING YOUR SECURITY. DAMAGES YOU MAY RECOVER FOR ANY SUCH ALLEGED SECURITY BREACHES ARE SUBJECT TO THE LIMITATION OF LIABILITY AS SET FORTH HEREIN.
You hereby agree to indemnify, defend and hold harmless BRIGADE and its owners, officers, employees, directors, agents, licensees (excluding you), sublicensees (excluding you), successors, heirs and assigns from and against any and all liability, costs, losses, damages, and expenses (including reasonable attorneys’ fees and expenses) arising out of any claim, suit, or cause of action relating to and/or arising from: (A) your breach of any term of this EULA; (B) your violation of any rights of any third party; or (C) your use or misuse of the Licensed Content or any component thereof. Your indemnification obligations set forth in the immediately preceding sentence shall expressly survive the termination or expiration of this EULA.
15. Equitable Remedies
You agree that BRIGADE would be irreparably damaged if the terms of this EULA were not specifically enforced, and therefore you agree that BRIGADE shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this EULA, in addition to such other remedies BRIGADE may otherwise have available to it under applicable laws. This section shall expressly survive the termination or expiration of this EULA.
16. Governing Law
This EULA will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and of the United States of America. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. By agreeing to these terms and conditions, in the event of any claim you may have arising from or related to the Licensed Content or this EULA you agree to the exclusive personal and subject matter jurisdiction of the State Courts located within Hampshire County, Massachusetts and the Federal Courts located within Hampden County, Massachusetts for making and resolving any such claims. BRIGADE reserves the right to make any claim against you and seek and be granted any legal or equitable remedy against you in any court anywhere in the world.
17. Waiver And Severability
A failure on the part of BRIGADE to act with respect to a breach by you or others of this EULA does not waive BRIGADE’s right to act with respect to subsequent or similar breaches. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this EULA shall continue in full force and effect.
EXCEPT FOR THE LIMITED, REVOCABLE, TERMINABLE, NON-EXCLUSIVE LICENSE TO USE THE LICENSED CONTENT AS EXPRESSLY SET FORTH HEREIN, ALL RIGHTS IN AND TO THE LICENSED CONTENT ARE RESERVED BY, AND REMAIN SOLELY AND EXCLUSIVELY WITH, BRIGADE.