The following is a legal agreement between You, the Customer or the employer or other entity on whose behalf You are entering into this agreement (“you” or “Customer”) and Sentavio Inc., Suite 508, Marina Towers, Belize City, Belize (in either instance, referred to hereafter as “Sellingpix.com”).

Item(s)” means vector images, raster images, illustrations, drawings, website templates, fonts, collections, Logo Templates and the like available for license from the Sellingpix.com website.

Logo Template(s)” means vector images, which can be used to produce Final Logo.

Final Logo(s)” means customised implementation of the Logo Template.

Part I. ITEMS LICENSES

Sellingpix.com hereby grants you a non-exclusive, non-transferable right to use, modify and reproduce Items worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein:

REGULAR LICENSE grants you the right to use Items:

  1. In ONE personal or commercial project, but the item cannot be resold or redistributed on its own, or used in a product offered for sale where the item contributes to the core value of the product being sold;
  2. As ONE digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile applications, software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), and in online media (including on video-sharing services);
  3. Incorporated into ONE film, video, television series, advertisement, or other multimedia productions for distribution in any medium now known or hereafter devised;
  4. For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind);
  5. Fonts and other installable items may only be installed on a single computer, but can be used in multiple projects.

ENHANCED LICENSE grants you the right to use Items:

  1. In any manner permitted under REGULAR LICENSE, without any limitation on the number of reproductions, impressions, or budget;
  2. Incorporated into merchandise or promotional items for sale or distribution, including, without limitation, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution, provided that such product incorporates material creative or functional elements apart from the Item;
  3. In wall art (and without requiring further creative or functional elements) for decorative purposes in a commercial space owned by Customer or Customer’s client, and not for sale;
  4. ONLY FOR VECTOR and IMAGE ITEMS: Incorporated as elements of digital templates for sale or distribution.

LOGO TEMPLATE LICENSE grants you the right to use Items:

  1. An ongoing, non-exclusive, worldwide license to use the Logo Template in one Final Logo (customized implementation of the Logo Template);
  2. When you apply for a Logo Template license from Sellingpix.com you may not be the only person who likes that Logo Template so much they’re willing to buy it! That is, the Logo Template you’re buying is not exclusive to you and the same logo can be used by someone else;
  3. Make any number of copies of the single Final Logo and use it in unlimited ways;
  4. Modify or manipulate the Logo Template. You can combine the Logo Template with other works and make a derivative work from it. The resulting Final Logo is subject to the terms of the Logo Template License.

Part II. RESTRICTIONS ON USE OF ITEMS

YOU MAY NOT:

  1. Use Items other than as expressly provided by the license you purchased with respect to such Items.
  2. Portray any person depicted in Visual Content (a “Model”) in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.
  3. Use any Items in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
  4. Resell, redistribute, provide access to, share or transfer any Items except as specifically provided herein.
  5. Use Items in a manner that infringes upon any third party’s trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
  6. Use any Items (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
  7. Falsely represent, expressly or by way of reasonable implication, that any Items was created by Customer or a person other than the copyright holder(s) of that Items.
  8. Re-distribute the Items as stock or as a template. You can’t do this with the Items either on its own or bundled with other items, and even if you modify the Items.
  9. Claim any exclusive right to use the Item, Logo Template or Final Logo, which includes not claiming trademark rights or copyright in the Final Logo and not applying to register the Final Logo as a trademark anywhere.

CREDIT AND COPYRIGHT NOTICES

  1. Credit attributions are not required in connection with use of Items.

Part III. WARRANTIES AND REPRESENTATIONS

Sellingpix.com warrants and represents that:

  1. Sellingpix.com’s contributors have granted Sellingpix.com all necessary rights in and to the Items to grant the rights as applicable.
  2. Items in its original unaltered form and used in full compliance with these TOS and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties’ rights of privacy or publicity; iii) violate any international law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.

While Sellingpix.com makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of Items, Sellingpix.com MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; II) AUDIO IN FOOTAGE; OR III) ITEMS DESIGNATED VECTORS AND IMAGES. For the sake of clarity, Sellingpix.com will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, any audio in Footage, or the use of Items designated Vectors.

Sellingpix.com MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS “WARRANTIES AND REPRESENTATIONS” SECTION.

Indemnification and Liability:

Sellingpix.com shall not be liable for any damages, costs or losses arising as a result of modifications made to the Items or due to the context in which the Items are used by you.

Limits of Liability: Sellingpix.com’s total maximum aggregate obligation and liability (the “Limit of Liability”) arising out of each of Customer’s:

  1. Regular Licenses shall be USD $4.99.
  2. Enhanced Licenses shall be USD $49.99.
  3. Logo Templates Licenses shall be USD $19.99.

You will indemnify and hold Sellingpix.com, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Items other than the uses expressly permitted by these License Agreements. You further agree to indemnify Sellingpix.com for all costs and expenses that Sellingpix.com incurs in the event that you breach any of the terms of this or any other agreement with Sellingpix.com.

PART IV. ADDITIONAL TERMS

  1. Except when required by law, Sellingpix.com shall be under no obligation to issue refunds under any circumstances. In the event that Sellingpix.com determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase.
  2. “Non-transferable” as used herein means that except as specifically provided in these Terms, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Items or the right to use Items. You may however, make a one-time transfer of Items to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Items subject to the terms and conditions herein. If you become aware that any Social Media Website uses any Items in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Items from such Social Media Site, and to promptly notify Sellingpix.com of each such Social Media Website’s use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Items.
  3. If you use any Item as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Sellingpix.com, upon Sellingpix.com’s reasonable request.
  4. If you are entering into these Terms on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Sellingpix.com for any breaches of the terms of these Terms.
  5. The number of Items downloads available to you is determined by the product you purchase. For the purposes of these Terms, a day is defined as the twenty four (24) hour period beginning at the time your product is purchased. A month is defined as thirty (30) consecutive days beginning on and including the date that you purchase your product.
  6. If any individual term of these Terms is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the Terms, so that these Terms shall otherwise remain in full force and effect.
  7. It is expressly understood and agreed that this Terms is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this Terms as to third parties.
  8. In the event that you breach any of the terms of this or any other agreement with Sellingpix.com, Sellingpix.com shall have the right to terminate your account without further notice, in addition to Sellingpix.com’s other rights at law and/or equity. Sellingpix.com shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
  9. Except as expressly set forth herein, Sellingpix.com grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be visible in the Visual Content, music or other audio in footage, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Items. Sellingpix.com only has model or property releases.
  10. Sellingpix.com’s liability under any individual license purchased hereunder shall not exceed the “Limit of Liability” applicable to the license in effect at the time customer knows or should have known of the claim, and is without regard to the number of times the subject Items is licensed or used by you.
  11. Except as specifically provided in Part III hereof, in no event, will Sellingpix.com’s total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Sellingpix.com websites and/or Items contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Sellingpix.com from you for the applicable Items license.
  12. Neither Sellingpix.com nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Items, Sellingpix.com’s breach of this agreement, or otherwise, unless expressly provided for herein, even if Sellingpix.com has been advised of the possibility of such damages, costs or losses.
  13. Except as expressly set forth in Part II, all Items are provided “as is” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Items may contain elements that require additional clearance if the Item is modified or used in a particular context. If you make such modification or use Item in such context, you are solely responsible for obtaining any additional clearances thereby required.
  14. Sellingpix.com does not warrant that the Items, Sellingpix.com websites, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Items is solely with you.
  15. All payment operations, transactions, credit card data processing are operated at 2Checkout.com payment gateway. Sellingpix.com is not liable for any operations regarding credit card fraud etc. as credit card information is stored and maintaned at 2Checkout and not available to Sellingpix.com.

October 26, 2015