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BOXEDART.COM TERMS OF USE/END-USER LICENSE AGREEMENT (Hereinafter referred to as “Agreement” or “Terms of Use”)
This site is owned and operated by Big Resources, Inc., the parent company of BoxedArt.com (hereinafter referred to as BoxedArt.com, Website, We, or Us). Please carefully read, review and be sure you understand our Terms of Use prior to downloading or using any of the materials or Products from BoxedArt.com. You should carefully read all of our terms and conditions as your purchase or use of any BoxedArt.com Product(s), membership, or services and use of this Website and any materials or Products available herein identifies that you agree to the following Terms of Use and that you agree to be bound by these terms and conditions accordingly. If you do not agree to these terms then you should leave this Website immediately, not use any of the materials or Products available herein, and/or not subscribe to this service.
Please note that if you have any questions or concerns regarding these terms and conditions or any other aspect of the BoxedArt.com Website, you may contact our Support department via the “Support” link on the home page of BoxedArt.com and we will be happy to assist you.
END-USER LICENSE AGREEMENT (EULA) – By downloading any Product from our Website, you hereby agree to the following terms and conditions as outlined herein, and as listed elsewhere on our Website:
This Agreement is made by and between BoxedArt.com, a wholly owned subsidiary of Big Resources, Inc. (otherwise listed herein as BoxedArt.com, Website, We, or Us), and the purchaser (otherwise listed herein as You or Your) who creates an account or makes a purchase for the right to access, acquire, and use Products from BoxedArt.com. BoxedArt.com hereby grants You a worldwide, non-exclusive, non-transferable, revocable licensee to utilize Products in accordance with the terms outlined throughout this Agreement from BoxedArt.com as offered through BoxedArt.com’s collection available at http://www.boxedart.com.
This Website is owned and operated by BoxedArt.com and its parent company Big Resources, Inc. All of the content featured or displayed on the Website, including, but not limited to, text, graphics, photographs, images, moving images, sound, illustrations and software (collectively, “Content”) is owned by Big Resources, Inc., its licensors or its Content sources. BoxedArt.com and Big Resources, Inc. give no rights or warranties with regard to the use of names, trademarks, registered or copyrighted designs, registered or copyrighted images, elements or works of art depicted or contained in any image in any Product, and you must satisfy yourself that all the necessary rights or consents, as may be required for your use of Product(s), are obtained. “Products” from our Website will constitute and be defined as any template, full flash site, 3D animation, interface, logo, corporate identity kit, product box, e-book cover, flyer, promotional product, mascot, banner, CMS skin, abstract background, postcard, flash intro, illustration, button, PowerPoint presentation, brochure, menu, icon, newsletter, MP3 music and sound library file, CD cover and label, photo from the BoxedArt member subcategory titled “Photos” on BoxedArt.com, or any other product, design, or layout represented on the BoxedArt.com website. By downloading any Product from BoxedArt.com You are asserting Your declaration that You have read, understood, and agreed to all terms and conditions listed in this Agreement, and otherwise identified on our Website.
Terms of Use and Conditions as Defined Below
A. LIMITED USAGE GRANTED:
1. Personal Use: You are granted a non-exclusive, non-transferable, revocable, one-person license to utilize BoxedArt.com Products for Your website(s) upon replacement and insertion of Your imagery and content, and after completed and accepted payment of Your membership registration fees.
At no time may You provide access to Your account to any other party or individual, including co-workers, colleagues, employees, family, friends, and the like. Memberships are sold as a one-person license and are not transferable to another user at any time as stated. Therefore, any business, association, enterprise, corporation, company, or the like employing more than one individual that would require access to BoxedArt.com Products to utilize the Products in any manner or for any purpose must purchase an individual membership for each employee. This requirement does not change due to replacement or termination of the employee the license was previously purchased for either by the employer directly or by the employee on behalf of his employer. There are no exceptions to this provision and account sharing or allowing anyone access to Your one-person account for any reason is strictly prohibited and, as all accounts are monitored, any such activity will result in the immediate termination of Your account to which no credit or refund will be provided.
Further to the above, Your use of BoxedArt.com Products on Your website does not allow You to: sell the Products on online auctions, sell or display the Products modified, unmodified, or otherwise from Your own website via an online catalog system or any automatic selling system, distribute the Products to friends, acquaintances, colleagues, co-workers or distribute the Products in any other manner for free or for payment.
Additionally, the use of the BoxedArt.com Products permitted under this Subsection A(1) does not extend to any activity or use that is strictly prohibited under Section D or elsewhere in this Agreement. Further, You are permitted to use Products from BoxedArt.com for Your clients, however, all use must be in accordance with the Developer Use outlined under Section A(2) below.
Any violation of this provision of Your BoxedArt.com License Agreement will be considered a breach of Your service agreement, resulting in the immediate suspension of Your account and all licenses acquired prior to this breach shall be rendered void requiring the immediate removal of any and all BoxedArt.com Products from all website URLs You have used BoxedArt.com Products on and deletion of said Products that You have acquired.
2. Developer/Designer Use: You are granted a non-exclusive, non-transferable, revocable, one-person license to utilize BoxedArt.com Products for Your clients’ website(s) ONLY after completed and accepted payment of Your membership registration fees and significant modifications have been made to the Products, such that the modified Product is discernibly distinguished from its original state. Examples of modifications considered sufficient to satisfy this requirement can be found here: http://www.boxedart.com/phpshop/TemplateCustom.php. Consistent with the examples provided, this will require the replacement and insertion of Your client’s imagery and content, as well as modifications to the design layout and appearance itself. BoxedArt.com’s Products are intended to be used as a starting point for websites You intend to develop for Your clients, so there must be significant modifications beyond pure content, text, and imagery changes. If You are unable to make the modifications required to utilize BoxedArt.com Products for Your client, or You do not wish to perform these modifications, then it is still possible to use BoxedArt.com Products for Your clients, however You will need to purchase a new license for each client that You develop a site for and register Your client’s information via BoxedArt.com’s online license management system. You can find client pricing at the below URL:
http://www.boxedart.com/CustomInvoices/MembershipClient.html
Once You purchase a license for a client, You will simply need to forward Your receipt for that license purchase to support@boxedart.com along with Your username. After You have forwarded this license receipt, Your available client license count will be incremented to reflect the license that You purchased, and thereafter You must register Your client’s information, including the name of the BoxedArt.com Product You will be using for that client and the website URL of Your client that You will be utilizing a BoxedArt.com Product for at the below URL:
http://www.boxedart.com/phpshop/LicenseRegistration.php
Further to the above, Your use of BoxedArt.com Products on Your client’s website(s) does not allow You to: sell the Products on online auctions, sell or display the Products modified, unmodified or otherwise from Your own website via an online catalog system or any automatic selling system, create a website for Your client that will engage in any prohibited activity outlined above or throughout, distribute the Products to friends, acquaintances, colleagues, co-workers or distribute the Products in any other manner for free or for payment that is against the terms outlined throughout.
At no time may You provide access to Your account to any other party or individual, including co-workers, colleagues, employees, family, friends, and the like. Memberships are sold as a one-person license and are not transferable to another user at any time as stated. Therefore, any business, association, enterprise, corporation, company, or the like employing more than one individual that would require access to BoxedArt.com Products to utilize the Products in any manner or for any purpose must purchase an individual membership for each employee. This requirement does not change due to replacement or termination of the employee the license was previously purchased for either by the employer directly or by the employee on behalf of his employer. There are no exceptions to this provision and account sharing or allowing anyone access to Your one-person account for any reason is strictly prohibited and, as all accounts are monitored, any such activity will result in the immediate termination of Your account to which no credit or refund will be provided.
Additionally, the use of the BoxedArt.com Products permitted under this Subsection
A(2) does not extend to any activity or use that is strictly prohibited under Section D or elsewhere in this Agreement.
Any violation of this provision of Your BoxedArt.com License Agreement will be considered a breach of Your service agreement, resulting in the immediate suspension of Your account and all licenses acquired prior to this breach shall be rendered void requiring the immediate removal of any and all BoxedArt.com Products from all website URLs You have used BoxedArt.com Products on and deletion of said Products that You have acquired.
B. MODIFICATIONS: You are authorized to make any necessary
modification(s) to our Products to fit your purposes. You may alter the Products code for your own use.
C. UPDATES: All efforts are made to design all BoxedArt.com Products in
conformity with the latest version available of the software applications used to modify and utilize Products from BoxedArt.com. However, BoxedArt.com provides no guarantee or warranty, express or implied, that the Products currently available will run with past, present, or future versions of software applications used to modify and utilize Products from BoxedArt.com.
D. UNAUTHORIZED USE: You agree not to access, acquire, or use our
Products in any of the following manners:
1. You may not at any time share, sell, give, or allow anyone to use your username/password, nor access your account for any reason. This includes EXCLUDING providing your login details to friends, family members, colleagues, co-workers or any other party at any time. Your membership entitles the use of the account by one individual and one individual only, and the individual entitled to use that account will be the purchaser ONLY, unless the purchaser contacts BoxedArt.com prior to downloading any Products with the full contact details of whom the membership was purchased for or will be used by. Memberships are sold as a one-person license and are not transferable to another user at any time as stated. Therefore, any business, association, enterprise, corporation, company, or the like employing more than one individual that would require access to BoxedArt.com Products to utilize the Products in any manner or for any purpose must purchase an individual membership for each employee. This requirement does not change due to replacement or termination of the employee the license was previously purchased for either by the employer directly or by the employee on behalf of his employer. There are no exceptions to this provision and account sharing or allowing anyone access to Your one-person account for any reason is strictly prohibited and, as all accounts are monitored, any such activity will result in the immediate termination of your account to which no credit or refund will be provided.
2. You may not distribute, share, sell, or give away any of BoxedArt.com’s Products at any time for any reason, except as expressly authorized in the “Limited Usage Granted” section of this Agreement.
3. You may not distribute BoxedArt.com Products electronically or in hard copy, except as expressly authorized in the “Limited Usage Granted” section of this Agreement.
4. You may not distribute, display or resell BoxedArt.com Products as part of any archive, media disk, catalog, auction, automated shopping system or the like under any circumstances. You may not place any of BoxedArt.com’s Products, modified or unmodified on a diskette, CD, website or any other medium or archive and offer them for redistribution or resale of any kind without prior written consent as provided by BoxedArt.com’s parent company Big Resources, Inc. Additionally, BoxedArt.com offers a unique high value service of premium graphics and Products and, as such, reserves the right to review accounts for the risk of potential misuse.
5. You may not sub-license, assign, or transfer this license to any other individual, party or entity without prior written consent from Us.
6. You may not use any download software, internet accelerators, or other similar software or automated programs to access or download any content, materials or Products from the Website at any time.
7. You may not under any circumstances use BoxedArt.com’s Products in connection with any illegal, obscene, immoral, or pornographic material.
8. You may not claim ownership of the BoxedArt.com Products or indicate, intimate, or suggest that You designed the Products from BoxedArt.com.
9. You may not include or bundle BoxedArt.com Products with Your products or services and sell them. This includes, but is not limited to, excluding you from placing BoxedArt.com Products in whole or in part in any type of software, whether online or offline, content management system, hosting control panel or any other site builder type programs.
10.You are not permitted to create websites from BoxedArt.com Products that violate the legal rights and entitlements of any other person or entity or policies affirmatively declared by another person or entity.
11.You are not permitted to offer BoxedArt.com Products to any party, in whole or in part, as any type of incentive, promotion, free add-on or inclusion as part of any hosting, software, or other type of products or services that You offer.
Any violation of the above provisions of Your BoxedArt.com Terms of Use/End-User License Agreement will be considered a breach of your service agreement, resulting in the immediate suspension of Your account and any and all licenses acquired prior to this breach shall be rendered void requiring the immediate removal of any and all BoxedArt.com Products from all website URLs You have used BoxedArt.com Products on and the deletion of said Products within Your possession. BoxedArt.com further retains any and all rights to pursue any such violation via both civil and criminal proceedings and seek the maximum monetary damages from all parties involved in said violation of BoxedArt.com’s and Big Resources, Inc.’s intellectual property rights and Your License Agreement and Terms of Use.
E. OWNERSHIP:
1. You understand that BoxedArt.com’s Products are copyrighted and owned by BoxedArt.com and Big Resources, Inc., its licensors, or its Content sources ONLY, and any unauthorized use of any of these Products by You may be an infringement upon said copyright(s).
2. You may not claim intellectual or exclusive ownership to any of BoxedArt.com’s Products, modified or unmodified. All Products are the sole and exclusive property of BoxedArt.com and Big Resources, Inc., it licensors, or Content sources respectively.
3. You acknowledge that BoxedArt.com contains Products that are protected by copyright, trademark, or other intellectual proprietary rights and, as such, You may not transfer or sell, reproduce, create derivative works from, distribute, or in any way exploit any of these Products, in whole or in part, except as expressly authorized by either this Agreement or with express written consent from BoxedArt.com or Big Resources, Inc.
4. All Products downloaded from BoxedArt.com are licensed to You by Big
Resources, Inc. and downloading these Products does not transfer any title from these Products to You, or any intellectual property rights therein to You.
5. The design and layout, as well as all Products provided on BoxedArt.com, or of any other website owned, operated, licensed or controlled by or associated with Big Resources, Inc., are protected by the United States and International law and other intellectual property proprietary rights and may not be copied or imitated in whole or in part.
F. REFUNDS: Once You have downloaded an item from BoxedArt.com we cannot offer a refund, which You are held responsible for understanding upon Your order with BoxedArt.com. The reason for this policy is because we offer intangible irrevocable digital Products and as such, there is no way for our Products to be returned. As such, all license fees are non-refundable, including all renewal purchases, automatic or otherwise, where Products have been previously downloaded, and Your payment for a BoxedArt.com Product indicates Your acceptance of this provision.
G. BOXEDART.COM’S REVIEW OF USER ACCOUNTS. You understand and agree that BoxedArt.com may, in its sole discretion:
1. Monitor Your download activity from BoxedArt.com as often as BoxedArt.com determines under its sole discretion for any reason and for any violation of this Agreement.
2. Disable any account that engages in what BoxedArt.com determines to be a large number of downloads on any given day, as such activity indicates possible TOS violations or abuse of a username/password and account.
3. Limit downloads to a fixed amount of downloads per twenty-four (24) hour
period, per user, as BoxedArt.com sees fit on an individual basis, and to ensure the quality of BoxedArt.com’s service is retained to be delivered to all.
4. Investigate any abuse of Your username and password in connection with the BoxedArt.com website or in connection with this Agreement.
5. Take the appropriate action to investigate all potential abuse, which can lead to contacting the individual involved with the violations, account suspension, account termination, or other actions deemed necessary depending on the nature and severity of the violations, if We are unable to confirm the validity of the activity.
6. Terminate Your account immediately for any violation of this Agreement, or the Terms of Use as defined in this Agreement and elsewhere on BoxedArt.com, without notice. If Your account is terminated for any violation of this Agreement and/or abuse of Your username or password, and/or our Products, You lose all rights to BoxedArt.com Products, and You must IMMEDIATELY delete any and all Products obtained prior to this termination, and forfeit all fees paid.
7. BoxedArt.com reserves the right to refuse, cancel, or suspend service at its sole discretion.
H. ASSUMPTION OF RISK: You expressly agree that the use of any and all Products distributed by BoxedArt.com and available as part of the BoxedArt.com collection and website is done so solely at Your own risk. Neither BoxedArt.com nor Big Resources, Inc. warrant or guarantee that Products on BoxedArt.com are free from copyright or other intellectual property concerns.
I. LIMITATION OF WARRANTY: BoxedArt.com and all Products are made available to You “AS IS,” “AS AVAILABLE,” and “WITH ALL FAULTS.” BoxedArt.com its employees, directors, and officers and anyone else associated with BoxedArt.com and Big Resources, Inc. makes no representation or warranty, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, or non-infringement. BoxedArt.com further makes no representation or warranty that Your usage of BoxedArt.com will be uninterrupted, that the content and Products contained in the site will be free from errors, interruptions, omissions, defects, error free of computer viruses, or other damaging materials, or that BoxedArt.com or Big Resources, Inc. will correct any errors, omissions or defects. When you login to your account, and access BoxedArt.com, you do so at your own risk.
J. LIMITATION OF LIABILITY:
1. In no event shall BoxedArt.com’s or Big Resources, Inc.’s juridical person, its employees, directors, officers, affiliates, licensers, suppliers, distributors, or anyone else associated with BoxedArt.com and Big Resources, Inc. be liable for any damages, including, but not limited to, indirect, special, incidental, consequential, economic damages including but not limited to loss of revenue or profits, arising out of the use, or inability to use, our Products. Furthermore, You assume the cost of service, repairs or corrections to Your hardware, software, or other equipment. BoxedArt.com or Big Resources, Inc., or any of its affiliates, officers, directors, employees, licensers, suppliers, distributors, or related parties, will in no event be liable for any damages to exceed the amount paid by You for Your most recent BoxedArt.com membership term, if any, for accessing or using BoxedArt.com, or purchasing or downloading Products from BoxedArt.com, or for accessing, acquiring, and/or using Products from BoxedArt.com.
2. You agree that BoxedArt.com is not responsible and shall not be held liable to You or any other party for any threatening, defamatory, obscene, offensive, or illegal conduct or speech of any other party or any infringement or violation of another’s rights, including, but not limited to, intellectual property rights, rights of publicity, or rights of privacy.
3. You agree that BoxedArt.com and Big Resources, Inc. are not responsible for, and shall have no liability to You with respect to any information, product, or service offered by others who are linked to the BoxedArt.com website. BoxedArt.com shall not be liable for any damages allegedly sustained in connection with or arising from Your use of said information, products, or services. In further words, You understand that BoxedArt.com will not be held accountable for any external links that originate on BoxedArt.com.
J. INDEMNIFICATION: You agree to fully indemnify, hold harmless and defend at Your own expense BoxedArt.com and Big Resources, Inc., its employees, directors, officers, and any other entity associated with BoxedArt.com or Big Resources, Inc., and each of its successors, licensees, and assigns free and harmless from any and all claims, liabilities, costs, losses, damages, expenses, including attorneys’ fees and expenses, arising in connection with Your use of the BoxedArt.com’s Products and its website or in connection with any breach of any of the terms of this Agreement.
K. ENFORCEABILITY: The invalidity or unenforceability of any provision of this Agreement and Terms of Use will not affect the validity or enforceability of any other provision of this Agreement and Terms of Use. BoxedArt.com and Big Resources, Inc. reserve the right to modify these Terms of Use at any time. BoxedArt.com and Big Resources, Inc. also reserve the right to terminate this Agreement and Terms of Use without notice, if, in Big Resources, Inc.’s sole discretion, You fail to comply with any term of this Agreement and Terms of Use. Upon termination, You must destroy all content, materials and Products obtained from this Site, copies and related documentation thereof. In addition, Big Resources, Inc. reserves the right to terminate the website, BoxedArt.com, without notice.
L. JURISDICTION: This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of the state of Florida, U.S.A. Any claims shall be brought solely in the Federal District Court of the District of Florida and you expressly consent to the exclusive jurisdiction of the federal courts of the State of Florida, United States. You consent to the service of any required notice or process upon You by registered mail or overnight courier to the address provided to BoxedArt.com or Big Resources, Inc. with Your registration, as You may update from time to time, with proof of delivery. This Agreement and Terms of Use contain the entire understanding of the parties hereto relating to any use of the BoxedArt.com website and supersedes any prior written or oral agreement or understandings between the parties with respect to this website, and cannot be changed or terminated orally.
M. LEGAL FEES: You agree to reimburse BoxedArt.com and/or Big Resources, Inc. for its legal fees, costs and disbursements if BoxedArt.com and/or Big Resources, Inc. is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.
N. ENTIRE AGREEMENT: You acknowledge that You have read this Agreement, understand it, had an opportunity to seek independent legal advice prior to agreeing to it, and agree to be bound by its terms and conditions. In 8
consideration of BoxedArt.com agreeing to make available its Website and provide its Products, You agree to be bound by the terms and conditions of this Agreement. You further agree that this Agreement expresses the entire understanding and agreement between BoxedArt.com/Big Resources, Inc. and You, and it is the complete and exclusive statement of the Agreement between You and BoxedArt.com and Big Resources, Inc., which supersedes any proposal or prior agreement, oral or written, and any other communication between You and BoxedArt.com relating to the subject of this Agreement. Further, You agree that placing this Agreement on the BoxedArt.com website shall serve as sufficient notification of BoxedArt.com’s Terms of Use/End-User License Agreement, which may be amended from time to time, and that any purchase on BoxedArt.com or any access to BoxedArt.com Products represents Your affirmative understanding and acceptance of this Agreement, any modifications or revisions to this Agreement, and all terms and conditions outlined herein. You also acknowledge that this Agreement supersedes, terminates, and otherwise renders null and void any and all prior or contemporaneous agreements or contracts, whether written or oral, entered into between You and BoxedArt.com with respect to the matters expressly set forth in this Agreement.
ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED.
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