Licensing Agreement
Humbles™ Licensing
Effective Date: 11/23/2024
Version: 1.0
1. Grant of License
Humbles™ grants you a non-exclusive, non-transferable, revocable license to use the vector art for the purposes outlined in this Agreement, subject to the following terms:
1.1 Permitted Uses
- Personal or commercial projects, including incorporation into merchandise, promotional items, branding materials, and other creative outputs.
- Modifying and adapting the vector art to suit your project needs.
- Digital or print applications with a maximum of 1,000 instances for external/public use, unless extended licensing is purchased (see Section 4).
1.2 Prohibited Uses
You may NOT:
- Resell, sub-license, redistribute, or make the vector art available as a standalone file, except as permitted in Section 5 (Service Provider Use).
- Use the vector art in a way that competes with Humbles™, including incorporating it into products or services that functionally replicate Humbles™ offerings.
- Use the vector art for illegal, fraudulent, obscene, defamatory, or otherwise inappropriate purposes.
- Embed vector art in editable formats intended for public distribution without adhering to Section 2 (Embedding Rules).
- Use the vector art for training artificial intelligence (AI) models or generating derivative works without purchasing a specific AI Training License. Unauthorized AI use will result in immediate termination of the license and penalties, including fines as outlined in Section 12.
2. Embedding Rules
You may embed vector art into digital files (e.g., PDFs, presentations, or digital graphics) for internal use only, provided:
- The vector art is flattened or rasterized to prevent extraction.
- The document is not publicly distributed or sold in a way that allows third parties to access or reuse the vector art.
- Distribution is capped at 1,000 instances without extended licensing (see Section 4).
3. Custom Design Services
3.1 Non-Exclusive License
All custom designs are licensed on a non-exclusive basis unless an Exclusive Buyout is purchased.
3.2 Exclusive Buyout Option
Clients may acquire exclusive rights to custom designs through an Exclusive Buyout. Once an Exclusive Buyout is finalized, the purchased design will be entirely exempt from contribution to the Humbles™ Vector Bank and will no longer be available for reuse, redistribution, or community access. Pricing and specific terms for exclusive buyouts will be provided upon request.
3.3 Contribution to Vector Bank
Non-exclusively licensed custom designs may be added to the Humbles™ Vector Bank, a shared resource available for community use. Exclusive buyouts are exempt from this contribution.
4. Licensing Extensions
- 4.1 Large Volume Commercial License: Required for projects exceeding 1,000 instances in digital or print formats.
- 4.2 Items for Resale License: Required for using vector art in products explicitly created for resale (e.g., t-shirts, posters, or mugs sold online).
- 4.3 Multi-User License: Required for sharing vector art across multiple users or devices.
- 4.4 AI Training License: Prohibits the use of vector art in AI model training or derivative creation unless purchased.
- 4.5 Multiple Client/Project Use: An extended license is required when vector art is reused for multiple clients or projects, regardless of whether each client’s usage stays below the standard license limit.
5. Service Provider Use
You may share vector art with third-party service providers (e.g., printers) only for the specific purpose of completing a project for you. The service provider must:
- Delete the vector art after project completion.
- Not retain or reuse the vector art for any other purpose.
6. Termination and Right to Recovery
This license will be immediately terminated if:
- You breach any terms of this Agreement.
- The vector art is used in a manner prohibited by this Agreement.
7. Indemnification
You agree to indemnify, defend, and hold harmless Humbles™ and its affiliates from any claims, damages, or expenses (including legal fees) arising from misuse or violation of this Agreement.
8. Limitation of Liability
Humbles™ provides vector art "AS IS" without warranties of any kind. In no event shall Humbles™ be liable for:
- Indirect, incidental, or consequential damages.
- Damages exceeding the purchase price of the vector art.
9. Ownership and Intellectual Property
All vector art remains the intellectual property of Humbles™. This Agreement does not grant you ownership of the vector art. Unauthorized use of Humbles™ vector art is a violation of copyright law and will be pursued to the fullest extent permitted by law.
10. Refunds and Exchanges
All sales are final, and no refunds will be issued.
11. Governing Law And Dispute Resolution
This Agreement is governed by the laws of the State of New Jersey, United States, without regard to its conflict of law principles.
12. Breach of Terms and Penalties
In the event of a breach of this Agreement, including unauthorized use, resale, redistribution, or any other violation of the licensing terms, Humbles™ reserves the right to:
- Immediate Termination: Revoke the Licensee's rights to use the vector art.
- Financial Penalties: Impose fines of up to three (3) times the original licensing fee or an amount reflecting the damages incurred by Humbles™, whichever is greater.
- Legal Action: Pursue claims for damages, injunctive relief, and recovery of attorney fees associated with enforcement of this Agreement.
13. Modifications to Terms
Humbles™ reserves the right to modify this Agreement at any time. Updated terms will be posted on the Humbles™ website. Continued use of the vector art after updates constitutes acceptance of the revised terms.
14. Contact Information
Email: contact@humblesbrand.com
Website: humblesbrand.com