License Terms

SWEETPNG Market LICENSE (“License“)

ESSENTIAL INFORMATION

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF ANY PRODUCT OR SERVICE OF SWEETPNG MARKET.

1. Agreement.

This License is an agreement between SWEETPNG Limited (“SWEETPNG“) conducting business or transactions through and as SWEETPNG.COM (“the Site”) and the user (“You“) who downloads Content (as defined below) from any of the Site. You may not allow anyone else to use your username or password. Each use/activity/transaction originating from Your username/account will be attributed to and, be held responsible by You, regardless of whether such use/activity/transaction was known to or approved by You. You must not use any automated means to access, log-in or register accounts on the Site.

You understand that the Content is copyrighted and may be owned by a third party, partner/contributor or supplier, and any unauthorized use by You may be an infringement of such copyright. We reserve the right to amend, change, alter, substitute or otherwise modify the terms and conditions of this Agreement (and other terms and conditions, guidelines or policies at the Site) at any time (“Update“). Each Update will be dated and indicated on the Site, and such indication shall serve as effective notification to You. Continued (i) download of Content from the Site (or receipt of Content from SWEETPNG or its approved affiliates, upon request); or (ii) registration of user account, after two (2) weeks of such Update will constitute your unconditional acceptance of the Update.

You have agreed to be bound by the terms and conditions of this Agreement and by downloading any of the Content from SWEETPNG, You acknowledge that You have read, understood, and accepted the terms and conditions of this Agreement.

If You are purchasing on behalf of a licensee (“Licensee“), You hereby represent and warrant that You are authorized to act on behalf of such Licensee and have full authority to bind the Licensee to this Agreement. If the Licensee fails to abide by the Agreement, You shall be personally and fully liable on a joint and several basis for such failure and any resulting damage or claim. For the purpose of this Agreement, all terms and conditions of the Agreement as applicable to You shall apply equally to the Licensee (as the case may be).

1. SWEETPNG Representation.

1. SWEETPNG represents to the best of its knowledge that it owns all rights or has all requisite authority, including all copyrights, in and to the Content or, is authorized to license the Content under the terms and conditions of this Agreement; provided, however, that such representation will be deemed inapplicable with regards to Content which is found to be subject to the ownership or rights of any third party (other than SWEETPNG) without the reasonable knowledge or fault of SWEETPNG. The copyright and all other rights of the Content shall remain with SWEETPNG and its suppliers respectively. However such representation will be deemed inapplicable with regards to Content which does not carry the corresponding model / property release in relation to the Content which prevents the Content from the intended use.
2. SWEETPNG and the Content are made available to you “AS IS”, “AS AVAILABLE”, and “WITH ALL FAULTS”. SWEETPNG, its employees, directors, and officers, and anyone else associated with SWEETPNG disclaims, to the fullest extent permitted by law, any and all warranties, express or implied, including without limitation warranties of merchantibility, fitness for a particular purpose, non-infringement, or that your usage of SWEETPNG will be uninterrupted, error free of computer viruses or other damaging materials. When you access and acquire Content you do so at your own risk. SWEETPNG, its employees and officers, and anyone else acting on behalf of SWEETPNG also disclaims any and all common-law duties, including without limitation duties of reasonable care and workmanlike effort. SWEETPNG, its employees, directors, and officers, and anyone acting on behalf of SWEETPNG make no representation or warranty as to your right to use any individual’s name, likeness, and/or image appearing in the Content without first obtaining appropriate rights from such individual.
1. You understand and acknowledge that neither SWEETPNG, its employees, directors, and officers, nor anyone acting on behalf of the Site has made any representation or warranty that Your use of Content will not infringe or violate the intellectual property rights of any third party, or constitute a false designation of origin or any other form of unfair competition, and
2. You understand that You should seek competent counsel before using Content on or in connection with any goods or services or for any other commercial purposes.

1. Licensee Representation – You represent and warrant that:

1. You are at least the legal age of your country of residence and have the right to enter into this License.
2. You will not use the Content in any way that is not permitted by this License.
3. Your use of Content will not violate any applicable law or regulation of any country, state or other governmental entity.
4. Information You provide to SWEETPNG is accurate and true, including, without limitation, all payment and billing information.
5. Except as otherwise stated in this License, any account(s) opened or maintained by You on the Site will only be accessed and used by You for the purposes and on terms stipulated in this License.

1. Grant:

Subject to the terms herein, SWEETPNG grants You a non-exclusive, royalty-free, worldwide, perpetual, non-transferable sub-license/license to use, Reproduce, modify, publish and display downloaded Content according to the terms and condition of this Agreement.

For the avoidance of doubt and clarity, in the event, if the Content is to be used by multiple users within your organisation then You shall purchase the Content based on how many users shall be using it. For example, if there are five (5) designers within your organization who wish to use the Content then You will be required to purchase five (5) of those Content thus obtaining five (5) individual licenses for the use of the Content by your respective designers.

1. Single User Account Only.

This Agreement only allows the creation and registration of a Single User Account. You may not allow anyone else to use Your username or password.

1. Definitions

1. “Content” is defined as fonts, craft / cut files, graphics or templates owned by SWEETPNG or its authorized contributors which have been made available on the Site.
2. “Licensed Work” means the genuine end-product or end derivative work that has been created by or on behalf of You or Your client, using independent skill and effort and that incorporates the Content and other material, and which Content shall be inseparable (to the extent commercially and reasonably possible) from the Licensed Work to be standalone Content
3. “Reproduce(d)” means any form of copying or publication of the whole or a part of any Content by whatever means (which includes distortion, alteration, cropping, editing, incorporation or manipulation of any part of the Content to create a finished derivative product (the Licensed Work).
4. “Standalone Content” means the unaltered and unmodified Content in the original form downloaded from the Site, including the same Content at a different resolution.

1. Permitted Usage.

Permitted uses include the use, modification, Reproduction and/or display of Content (in each case, without any rights of resale) in relation to the following Licensed Works:-

1. Additional Rights.

To facilitate Your use of Content to Reproduce Licensed Works, You may also:

1. Client Work: utilize Content to produce Licensed Works on behalf of clients (e.g., advertisements by a graphic designer).
2. Procurement: obtain the License to Content on behalf of the client, provided the client is similarly fully subject to and bound by the terms of the License.
3. Representative: obtain the License on behalf of Your employer, company, group or affiliate, provided such other party is similarly fully subject to and bound by the terms of the License.
4. Subcontract: transfer Content obtained from the Site to Your subcontractors or employees temporarily to produce Licensed Works strictly on Your behalf, provided such other party abides by the restrictions in this License.

1. Restrictions

Other than as specifically permitted in paragraphs 7 and 8 herein, You may NOT:

1. Unilateral Action

You understand and agree that SWEETPNG may, in its sole discretion:

1. monitor anything you download from or upload to the Site, as frequently as SWEETPNG in its sole discretion determines, for any violation of this Agreement;
2. limit downloads to a fixed amount of total downloads per 24 hour period, per User, as to ensure the best possible service to all SWEETPNG subscribers;
3. track any abuse of Your username and password in connection with the Site or in connection with this Agreement;
4. terminate Your account immediately if we detect You are using, or are trying to use any automated means to download Content; and
5. terminate Your account, without notice, if it finds what SWEETPNG believes to be any violation of this Agreement and/or any abuse of Your username and password. If Your account is terminated for any violation of this Agreement and/or any abuse of a username or password, You shall lose all rights to SWEETPNG Content, must immediately delete all Content acquired from SWEETPNG, and forfeit all fees paid.

1. Termination

This License is effective until it is terminated. You can terminate this Agreement by:

1. deleting and destroying all Content downloaded by You and in Your possession, and any Licensed Work(s), and copies / accompanying materials thereof; and
2. ceasing to use the Content for any purpose.

SWEETPNG can terminate this Agreement without notice to You if You fail to comply with any of the terms and conditions of the Agreement. Upon such termination, You must immediately carry out paragraphs 11(a) and (b) above with or without further notice by SWEETPNG and confirm in writing to SWEETPNG that the foregoing requirements have been completed.

1. Disclaimer.

You agree that neither SWEETPNG nor their respective affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than You), shall be liable for any general, punitive, special, incidental, indirect or consequential damages or loss of profits or any other damages, costs or losses arising from any use or non-use of the Content even if such parties have been advised, or advised of the possibility, of such damages.

THE CONTENTS AND SITE ARE PROVIDED “AS IS, AS AVAILABLE, WITH ALL FAULTS” BASIS AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS LICENSE, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

AI powered designs are in use in some designs. AI-generated art is used as a starting point by our human artists by utilizing text prompts that are converted into digital graphics to enhance creative expressions and for subsequent creative refinement. Any likeness or resemblance to existing art is unintentional and incidental as each text prompt is crafted to be unique. Hand drawn corrections are made by and not limited to the following: flaw corrections, retouching, details and elements are added, background removed, color profile corrections, images are upscaled using additional graphic softwares to create a final digital product for end consumer use.

13    Licensee Indemnity.

Notwithstanding anything to the contrary in this License, You agree to fully defend, indemnify and hold SWEETPNG and its officers, directors, employees, owners, agents, representatives, licensors, and anyone else associated with SWEETPNG and each of their successors, (sub)licensees (other than You), and assigns free and harmless from any and all claims (including, without limitation, third party claims), liabilities, costs, losses, damages, or expenses, including reasonable attorneys’ fees and expenses, arising in connection with Your use of the Content and the Site or any breach or alleged breach of any representation, warranty, or other promise / obligation made by You in this License.

14. SWEETPNG Indemnity.

Provided that You have not breached the terms of this License, SWEETPNG agrees to defend, indemnify, and hold You harmless up to the Liability Cap (defined below). Such indemnification shall only apply to claims for damages directly attributable to SSWEETPNG’s breach of the warranties and representations in this Agreement, together with the expenses (including reasonable attorneys’ fees), arising out of or directly connected to any valid actual or threatened third party lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of unaltered Content downloaded and used by You pursuant to this Agreement violate SWEETPNG’s warranties and representations contained herein. This indemnification is on the condition that You give SWEETPNG:

1. no later than five (5) business days written notice from the date You know or reasonably should have known of the claim or threatened claim, where such notification must include all details of the claim then known to You and emailed to contact@sweetpng.com, Attention: General Counsel;
2. full information, assistance and cooperation for the defense or settlement thereof; and
3. at SWEETPNG’s option, sole control of any defense, settlement or action related thereto.

SWEETPNG shall not be responsible for any claim settled without SWEETPNG’s consent or any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.

1. Liability Cap.

SWEETPNG’s maximum aggregate obligation and liability to You for all claims (assessed collectively) under paragraph 14 shall be limited to zero Dollars (US$0.00) or the total amount of the license fees paid by You for the Content whichever the lower (“Liability Cap“).

1. Rates.

You shall be entitled to license the Content at the rates and/or pricing as per check out. This rate and/or pricing may be reviewed and amended by SWEETPNG from time to time, in its sole discretion.

1. Unauthorized Use.

The representations and the warranties made by SWEETPNG in this Agreement apply only to the Content as delivered by SWEETPNG and will be invalid if the Content is used by You in any manner not specifically authorized in this Agreement or if You are otherwise in breach of this Agreement.

1. Governing Law and Dispute Resolution.

This Agreement shall be governed by the laws of Singapore, without regard to the conflict of laws principles.

All disputes arising out of or in connection with the performance of this Agreement shall be settled through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days after the commencement of negotiations, the parties agree that the dispute shall be settled by arbitration in Singapore under the Singapore International Arbitration Centre (“SIAC”) administered SIAC Arbitration Rules in force when the notice of arbitration is submitted in accordance with these Rules. The number of arbitrator shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.

You acknowledge and agree that any breach of any covenant, representations and warranties contained in this Agreement would cause irreparable injury to SWEETPNG such that damages and remedies under Singapore Law for any breach of any such covenant would be inadequate. You further acknowledge and agree that the arbitral tribunal may order any interim measure it deems necessary or proper in accordance with the applicable laws of Singapore, including without limitation, any injunctive or enjoining procedural orders or interlocutory awards.

1. Assignment.

You shall not assign Your rights or interests under this Agreement to any third party without the SWEETPNG prior written consent in each instance; except that You may assign Your rights, interests and obligations hereunder to any similarly financially responsible entity that is either (i) an affiliate of You, (ii) the surviving entity of a merger, consolidation or plan or reorganization in which You participates, or (iii) to the purchaser of all or substantially all of the assets of You, provided such assignee agrees to assume in writing such Your rights and obligations under this Agreement.

1. No Third Party Rights.

Any person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to or identified, in this Agreement) shall have no right whatsoever to enforce this Agreement or any of its terms.

1. Entire Agreement.

This Agreement constitutes the entire agreement between You and SWEETPNG regarding its subject matter. Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Agreement will be construed to most closely give effect to the parties’ intention. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

1. Language.

This Agreement is written in English with a reference translation in another language (if necessary). In the event of any conflict in interpreting or construing the terms of this Agreement, the English version shall prevail.

1. Electronic Agreement.

You have agreed and reaffirm Your agreement to this License electronically by downloading the Content.