The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of this End-User License Agreement:
Agreement means this End-User License Agreement that forms the entire agreement between You and the Company regarding the use of the Application.
Application means the software program provided by the Company downloaded by You to a Device, named Modular Houseplant
Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Josiah Goldsmith, 2005-ho, 686-1 Jeonpo-dong, 47294.
Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
Country refers to: South Korea
Device means any device that can access the Application such as a computer, a cellphone or a digital tablet.
Third-Party Services means any services or content (including data, information, Assets and other products services) provided by a third-party that may be displayed, included or made available by the Assets
You means the individual accessing or using the Assets or the company, or other legal entity on behalf of which such individual is accessing or using the Assets, as applicable.
By downloading or using the Assets you silently agree to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not use, open or download the Assets.
This Agreement is a legal document between You and the Company and it governs your use of the Assets made available to You by the Company.
The Assets are licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement.
The Company grants You a revocable, non-exclusive, non-transferable, limited license to download, install and use the Assets strictly in accordance with the terms of this Agreement.
The license that is granted to You by the Company is solely for you to use the Assets to create images, in accordance with the terms of this Agreement.
You are permitted to use the Assets to create logos and brand materials provided that Asset is expanded to outlines.
Permitted design uses:
Use of the Asset in the creation of design works, rasterized images for web sites and otherwise for your personal use.
If you design or create works for third parties, such as clients, you are considered a “Designer” and you may use the Asset to design or create such works for those third parties, provided that the use by those third parties is subject to the obligations and restrictions (but none of the privileges of the Asset license) in this Agreement as if those third parties were you, and provided that you notify those third parties of those obligations and restrictions in writing.
You may use the Asset to create a company logo.
Broadcast and streaming via network, cable, internet, satellite, pay-per-view, video on demand or Streaming of motion picture and /audio visual works, including advertisements, is permitted for Commercial use and Non-commercial use. No more than 500,000 lifetime viewers for Commercial use and no limit for streaming via the internet for Non-commercial use.
You may use the Asset to print multiple copies of products, including clothing, packaging, posters, coffee mugs or similar commercial products, provided you do not exceed a 250,000 instance limit or violate any of the other restrictions in this Agreement.
Internet advertisements such as advertisements served by Google Ads, Instagram Ads, Facebook Ads, Linkedin Ad, etc. for Commercial use.
You agree NOT to, and You will NOT permit others to:
License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Assets or make the Assets available to any third party.
You may not allow any third party to use your copy of the Asset. You may not send or transfer the Asset, or any copy of the Asset, to any third party.
Copy or use the Assets for any purpose other than as permitted under the above section ‘License’.
Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Assets.
Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors of the Assets.
Single letterform or Alphabet products including, but not limited to, signage and/or scrapbooking uses reproductions of individual letterforms, use in the creation of signage or numbering products, rubber stamps, die-cut products, stencil products, tattoo(s), or adhesive sticker alphabet products or any other product containing any image of or derived from the design of the Assets of which any likeness of the alphabet can be reproduced.
Conversion to Webfont. Uses includes the unapproved or unauthorized use of conversion utilities or tools that convert Assets into formats suitable for use on websites or apps.
Extra: If you are a design agency, or purchasing any Asset license for use by, or on behalf of, the End User should also purchase a license appropriate for the intended use of Asset.
The Assets may display, include or make available third-party content (including data, information, Assets and other products services) or provide links to third-party websites or services.
You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services.
You must comply with applicable Third parties' Terms of agreement when using the Assets. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties' Terms and conditions.
This Agreement shall remain in effect until terminated by You or the Company. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.
This Agreement will terminate immediately, without prior notice from the Company, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Assets and all copies thereof from your Device or from your computer.
Upon termination of this Agreement, You shall cease all use of the Assets and delete all copies of the Assets from your Device.
Termination of this Agreement will not limit any of the Company's rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement.
6.1. By You. You shall indemnify, defend and hold Off The Rack, its affiliates, and their respective officers, directors and employees harmless, from and against any and all costs, liabilities, losses and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or in connection with a claim, suit, action or other proceeding brought by a third party alleging that Off The Rack's use of any content or other materials provided by you to Off The Rackfor use in connection with the Font Software or the provision of the Off The Rack services (collectively, the “Provided Materials”) infringes or misappropriates the intellectual property rights of a third party.
6.2. By Off The Rack. Off The Rack shall indemnify, defend and hold you and your parent, subsidiary, and affiliate companies and licensors and each of their respective officers, directors, members, managers, employees, contractors, licensors, agents, successors, and permitted assigns, harmless from and against any and all Losses arising out of or in connection with any claim brought by a third party (A) alleging that your use of the Font Software or Webfont (the “Covered Material”) infringes or misappropriates the intellectual property rights of a third party or (B) based on Off The Rack's failure to comply with its obligations under Section 5(a). If the Covered Material, or any portion thereof, is determined by a court of competent jurisdiction to constitute an infringement and its use by you is enjoined, Off The Rack shall, at its own expense, either (1) modify the infringing Covered Material without impairing in any respect its functionality or performance so that the Covered Material is non-infringing, (2) procure for you the right to continue to use the infringing Covered Material, or (3) replace the infringing Covered Material with a functionally equivalent, non-infringing substitute reasonably acceptable to you, or else this Agreement shall terminate and Off The Rack shall refund to you all fees on a prorated basis. Off The Rack shall have no obligations under this Section 5(d)(ii) to the extent that claims arise from or relate to: (I) any open source material included in the Covered Material where the Losses are asserted by an entity other than Off The Rack of the open source material, (II) modifications to the Covered Material not made by or on behalf of Off The Rack, or that are not approved in writing by Off The Rack, and the alleged infringement would not have occurred but for such modification, (III) use of the Covered Material in combination with any software or hardware not provided by Off The Rack or contemplated by this Agreement, and the alleged infringement would not have occurred but for such combination, or (VI) use of allegedly infringing Covered Material after Off The Rack has provided you written notice of such infringement and made available to you, at no additional charge, an updated version of, or substitute (as applicable), Covered Material with substantially similar features and functionality that would have avoided the alleged infringement.
6.3. Indemnification Procedure. The indemnified Party shall promptly notify indemnifying Party in writing of any Losses subject to indemnification under this Section 5; provided, however, any delay in such notice shall not relieve the indemnifying Party of its obligations hereunder except to the extent such delay prejudices the defense of such claim) and give the indemnifying Party the opportunity to defend or settle such claim at the indemnifying Party’s sole cost and expense; provided, further, that the indemnifying Party shall not settle any such claim without the indemnified Party’s prior written consent, not to be unreasonably withheld, delayed, or conditioned. The indemnified Party shall have the right to assume the exclusive defense and control of any such claim. In all cases, the indemnified Party will cooperate with the indemnifying Party, at the indemnifying Party’s sole cost and expense, in defending or settling such claim.
The Assets is provided to You ‘as is’ and ‘as available’ and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Assets, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Assets will meet your requirements, achieve any intended results, be compatible or work with any other software, Assets, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Assets, or the information, content, and materials or products included thereon; (ii) that the Assetswill be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Assets; or (iv) that the Assets, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section 11 shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company shall be solely responsible for such warranty.
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Assets or through the Assets.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Assets, third-party software and/or third-party hardware used with the Assets, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
The Company does not make any warranties concerning the Assets.
The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company.
By continuing to access or use the Assets after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Assets.
Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of South Korea without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that Agency will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Agency shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
If you have any questions about this Agreement, feel free to send us an email: email@example.com
This EULA was last updated: 21 February 2022