This is a licensing agreement (Agreement) between you (“Licensee”) and Galler.ee. This Agreement is effective when you click “ACCEPT” at the end of this Agreement. This Agreement is controlled by the following terms and conditions:
I. INTRODUCTION
Galler.ee is an online business that designs and creates templates, logos, documents, and marketing devices for use by professional and amateur photographers. All of Galler.ee’s designs are available for download directly from Galler.ee’s website for paying members and customers. Galler.ee and Licensee agree that Galler.ee will provide its services to Licensee in accordance with this Agreement upon the date this Agreement becomes effective.
II. DEFINITIONS
A. Template - as used in this Agreement, template(s) includes any graphic design, template, logo, branding image, email, card, wedding announcement, document, studio tool, font, or texture that is designed and created by Galler.ee and that is available for licensing or present on Galler.ee’s website.
B. Customized Template - a template that contains characteristics requested by Licensee.
C. Client - a person or entity who pays Licensee to provide him, her or it with Licensee’s services.
III. SERVICES
A. Licensing of Templates - Galler.ee will permit Licensee to license its templates. Licensee may license Galler.ee’s templates by paying for them individually or by paying for a membership with Galler.ee, which entitles Licensee to license any of Galler.ee’s templates during the membership.
B. Licensing of Customized Templates - Licensee can request a customized template from Galler.ee if Licensee pays for a membership or agrees to pay for the customized template. Upon Licensee’s request for a customized template, Galler.ee may choose to create the template. Galler.ee does not guarantee that it can or will create a customized template or that its attempt to adhere to Licensee’s request will satisfy Licensee.
If Galler.ee creates a customized template, Galler.ee, not Licensee, retains ownership and intellectual property rights to that template, and all restrictions in this Agreement will apply to that template unless otherwise agreed by the Parties in writing.
C. Necessary Software - all of Galler.ee’s templates require the latest version of Adobe Acrobat. Galler.ee does not, will not and has no obligation to design its templates to work on any other platform.
IV. LICENSING
This Agreement gives Licensee the right to use Galler.ee’s templates or customized templates as established below:
A. Permitted Uses - Effective upon this Agreement and receipt of payment from Licensee, Galler.ee grants Licensee a non-exclusive license to download, reproduce and use Galler.ee’s templates as necessary for Licensee’s personal or internal business purposes, provided Licensee complies with the terms of this Agreement, including Sections IV(B) and VI, below. Internal business purposes do not include use by a third party or any parent, subsidiary, affiliate, partner, or licensee of Licensee. Licensee is entitled to provide Galler.ee’s templates to Licensee’s clients in accordance with Section IV(B)(2), below.
- Downloading: Licensee may download a template from Galler.ee’s website up to five (5) times at one (1) IP address.
B. Restrictions on Use - Galler.ee’s templates are licensed, not sold. In signing this Agreement, Licensee receives no title to, ownership of or legal rights to any of Galler.ee’s templates, except those rights expressly granted in Section IV(A), above. Licensee agrees that Licensee will not:
Modify, create derivative works from, or otherwise alter any of Galler.ee’s templates. Licensee has no right to use Galler.ee’s templates to develop a different template, even to the slightest extent.
Distribute to parties other than Licensee’s clients, display publicly, sublicense, share or make available for use any of Galler.ee’s templates. Licensee must not distribute Galler.ee’s templates to its client(s) in a way that allows the client(s) to reproduce or re-use the template.
Reverse engineer, disassemble, decompile or attempt to derive any source code or base construction of Galler.ee’s templates.
Download and use a template at more than one IP address, unless otherwise agreed to with Galler.ee in writing.
V. DELIVERY AND ACCEPTANCE
Once Licensee signs this Agreement by clicking “Agree” at the bottom of this form, Licensee will be entitled to download templates for which Licensee has paid in accordance with Section VI, below. By making the templates available for download from its website, Galler.ee satisfies its responsibility to deliver its templates to Licensee. By downloading the templates, Licensee accepts full delivery of the templates by Galler.ee.
VI. PAYMENT METHODS
Licensee can choose among three payment methods: (1) per template, (2) a year membership with a single payment, or (3) a year membership with monthly payments.
A. Per Template - Licensee may pay for individual templates. Payment for the template is due in full at the time of this Agreement.
B. Year Membership with Single Payment - Licensee may agree to a one-year membership with Galler.ee by making a single, lump-sum payment of $220. Payment is due in full at the time of this Agreement.
C. Year Membership with Monthly Payments - Licensee may agree to a one-year membership with Galler.ee by making twelve (12) monthly payments of $25, totaling $300. Licensee is obligated to make all twelve (12) monthly payments upon signing this Agreement. If licensee terminates the membership early, licensee will still owe the remainder of unpaid monthly payments. The first monthly payment is due upon the date of signing this Agreement. Each subsequent payment is due on that date of the following month. Ex. March 15, April 15, May 15.
VII. TERMINATION
This Agreement is binding on both parties and may not be terminated except as provided in this section.
A. Automatic Renewal of Membership - Memberships do not automatically terminate. One year after Licensee’s membership was created, the membership will automatically renew for another year on the terms of this Agreement. If Licensee does not intend to renew Licensee’s membership, Licensee must notify Galler.ee in writing or by email that Licensee intends not to renew Licensee’s membership at least two weeks (14 days) prior to the date the membership would automatically renew.
B. Licensee’s Right to Terminate
Material Breach - Licensee may terminate this Agreement without paying a termination fee as established in Section VII(D), below, if Galler.ee materially breaches this agreement.
Upon Modification of This Agreement by Galler.ee - Galler.ee reserves the right to modify this Agreement at any time with notice to Licensee. Upon notice of a modification of this Agreement by Galler.ee, Licensee may terminate this agreement by declining to accept the terms of the modified Agreement.
C. Galler.ee’s Right to Terminate
Non-Payment - If Licensee fails to make prompt payment as established in Section VI, Galler.ee may terminate this Agreement immediately.
Breach of License - If Licensee uses Galler.ee’s templates in a restricted manner or a manner not otherwise expressly authorized by this Agreement, Galler.ee may terminate this Agreement immediately.
End of Membership - Galler.ee retains the right to prevent automatic or requested renewal of Licensee’s membership.
D. Early Termination Fee - If Licensee terminates Licensee’s membership early without a reason established in Section VII(B), above, Licensee will owe the remainder of monthly payments owed.
E. Effect of Termination - After termination, Licensee retains the right to continue to license any templates purchased or downloaded during Licensee’s membership subject to the rights and restrictions established in this Agreement.
Termination without Breach of License - Upon termination not subject to Licensee’s breach of Section IV of this Agreement, Licensee loses all rights to license any additional templates from Galler.ee.
Termination in Event of Breach of License - If Licensee uses Galler.ee’s templates in a restricted manner or in a manner not otherwise expressly authorized by this Agreement in Section IV, Licensee will lose all rights to license any and all of Galler.ee’s templates immediately.
F. No Refund - Licensee is not entitled to a refund of any kind unless Licensee paid for a membership with one lump-sum payment of $220 and terminated this Agreement for a reason listed in Section VII(B), above, in which case Licensee will be entitled to a prorated refund.
VIII. AGREEMENT MODIFICATIONS
Galler.ee reserves the right to change or amend this Agreement. In such an event, Galler.ee will notify Licensee of the modified Agreement. Licensee may choose to terminate its Agreement with Galler.ee at that time. Continued use of Galler.ee’s services will imply submission to the modified agreement.
IX. WARRANTIES
A. Download - Galler.ee warrants that Licensee will be able to download its templates from Galler.ee’s website.
B. Ownership - Galler.ee warrants that it is the owner of the templates offered for licensing on its website. It has full power and authority to license its templates. Licensee warrants that no third party has ownership rights to any materials Licensee requests for use in a customized template.
C. Disclaimer - Except as provided in this Agreement, Galler.ee makes no warranties, whether express or implied, of merchantability, usefulness or fitness for a particular purpose of its templates. Galler.ee does not warrant that its templates will function without interruption or in accordance with Licensee’s intentions.
D. Limitation of Liability - Besides as otherwise authorized in this Agreement, Licensee agrees to hold Galler.ee harmless in any cause for damages, negligence, strict liability or tort, even if such damages were foreseeable. Nothing in this Agreement shall create additional liabilities, remedies or causes of action against Galler.ee. Galler.ee shall not be held liable for any claims by third parties against Licensee. Galler.ee shall not be held liable for any claims by third parties based on any material requested by Licensee for use in a customized template.
XII. MISCELLANEOUS
A. Choice of Law - Any claim brought against Galler.ee or Licensee under or pertaining to this Agreement shall be governed by California law.
B. Choice of Forum - Any claim brought against Galler.ee or Licensee under or pertaining to this Agreement shall be brought in the Superior Court of California in Santa Clara County or the Federal District Court in the Northern District of California.
C. Entire Agreement - This Agreement constitutes the entire Agreement between the Parties. No other communications or prior writings shall have any bearing on this enforceability of this Agreement.
D. Severability - The Parties agree to waive any provision of this Agreement that would render this agreement invalid or unenforceable. If a provision is determined to be invalid, it will be enforced to the extent permissible under the law.
E. Indemnity - Except where Licensee has breached this Agreement, Galler.ee will indemnify Licensee, including any of Licensee’s employees, shareholders, insurers, agents or officers, against any third-party claim, suit or proceeding against Licensee or the above-mentioned parties, for infringement of a patent, copyright or other intellectual property by one of Galler.ee’s templates, upon prompt notice by Licensee to Galler.ee. In such an event, Galler.ee will control the defense of its template. Licensee agrees to indemnify Galler.ee, its employees, shareholders, insurers, agents or officers, against any third-party claim, suit or proceeding against Galler.ee for infringement of a patent, copyright, other intellectual property or any other rights of the third party based on any actions of Licensee or based on any material in a customized template that was requested by Licensee.
XIII. EFFECTIVE
This Agreement will become effective when Licensee clicks “Agree” at the end of this Agreement, below. At that time, Licensee will be obligated to abide by the aforementioned terms and conditions of this Agreement.