ITG End-User License Agreement (EULA)

Last updated: January 31, 2020
Published: January 31, 2020

We provide an ITG online-builder for creating illustration in high-resolution which You can use for Your personal and commercial projects. You can change the color, style and illustration elements to make a perfect fit for Your brand.

PARTIES

This End-User License Agreement (“Agreement“, “EULA”) is a binding agreement between PPE Oleg Martynenko (record date: 17.03.2015 and record number: 2 480 000 0000 171808 in USR, Ukraine), having its registered office at: Peremozhna 19, Kharkiv, Ukraine, 61000 (“Licensor”, “Company”, “We”) and You, an individual user (“Licensee”, “You”, “Your”), collectively called “the Parties” and individually “the Party”.

SUBJECT

Under this Agreement, the Licensor grants the license to Licensee to use ITG online-builder of illustrations, provided by Licensor in exchange of license payment or free of charge in certain circumstances.

By using, downloading, or copying illustrations from ITG Builder You accept these End-User License Agreement as well as any changes to it. You are being granted a public license to use ITG online-builder for specific purposes under certain conditions You agree to the terms of this EULA and to ITG Builder’s Terms of Use and Privacy Policy.

Your failure to comply with the terms herein may result in legal proceedings and the immediate termination of Your User account. By using the Website, Licensee accepts and agrees to be bound by all terms and conditions of this Agreement at all times.

If You do not agree to the terms of this Agreement, You must not use the Website.

DEFINITIONS

For purposes of this Agreement, the following terms have the meanings ascribed to them below:

ITG Builder (ITG online-builder of illustration)is a web application, delivered over the Internet, the link: https://itg.digital and https://app.itg.digital/, which can be used by You for creating and changing parts or whole illustration for Your personal or commercial goals (hereinafter “Website”).

Content includes but not limited to: whole or elements of icons, illustrations, graphics, pictures, templates and samples, logo that is available on the Website.

User - account holder who was registered on the Website and use it for personal or commercial goals.

Licensed Materials - illustrations, that were composed by User, using Content.

User account - is comprised of a username, email and password related to the User when User register within ITG Builder.

Intellectual property rights - all rights in, to, or arising out of: (i) any work, intangible work, copyrights, copyright registrations, creations, design, illustrations, symbols, mark, pictures, icons, trademark, logo, and/or image that is used in commercial / personal goals; (ii) any U.S., Ukrainian or foreign patent or any software therefore and any all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (iii) moral rights, rights of publicity, right of personality, privacy and likeness, whether arising by operation of law, contract, license or otherwise, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country or other applicable jurisdiction.

Effective date – the date, when the Licensee registered at the Website.

Governing Law - the laws, rules, and regulations governing the application and interpretation of this Agreement.

Tariff Plan (Plan) - one of three plans which User can choose according to section 6 (Free Plan, Monthly Plan and Annual Plan).

Support Services - support in relation to the use of the Website and the identification and resolution of errors on the Website, changes etc.

Upgrade - a new version, updates, or upgrades of the Website.

Update - a new version, updates of this EULA, Terms of Use and Privacy Policy.

  1. LICENSE

1.1. Licensee irrevocably declares that prior to the moment Licensee uses the Website for creating of Licensed Material for the first time, this Agreement is fully read, clearly understood and irrevocably accepted by Licensee without a need of any other instrument to be ever executed between Licensor and Licensee for this Agreement to constitute a valid Agreement.

1.2. Licensee represent that Licensee have full power, capacity, and authority to accept and sign this Agreement.

1.3. Subject to the terms and conditions of this Agreement, We hereby grant to You a perpetual, non-exclusive, non-transferable worldwide license to use the Website for Permitted use (as defined in section 4).

1.4. By receiving access to the Website, Licensee agrees to comply with this Agreement, Terms of Use and Privacy Policy.

1.5. This Agreement shall come into force upon the Effective Date for each Licensee, when User has filled the registration form and can use the ITG Builder.

  1. OWNERSHIP

2.1. Company is the owner of all copyrights and Intellectual property and other rights on the Website and Content of the Website, including texts and documents. Such rights are protected by applicable laws and treaties around the world. All such rights are reserved and Licensees are not granted any right in respect of the same.

2.2. You do not have ownership in the Content. Even after downloading of Licensed Materials We continue to have full ownership on the Website, Content and Licensed Materials are licensed to You according to the terms as expressly provided under this Agreement.

  1. RIGHTS AND OBLIGATIONS

3.1. Licensee

3.1.1. May not, and may not allow any third party to:

  • remove, erase, obscure or tamper with any Intellectual property rights or any other product identification or proprietary rights notices, recorded on the Website, Content or in Licensed Materials;
  • fail to preserve all Intellectual property rights and other proprietary notices in all copies that Licensee makes and of the Licensed Materials save as expressly provided under this Agreement;
  • use Company or Website name, logo or trademarks to market own products;
  • create competing with the Licensor website or other service, using the Licensed Material or Content.

3.1.2. Pays license fees depending on the Tariff plan.

3.1.4. The Licensee cannot use the Website and the Content, for purposes other than as specified in this Agreement.

3.2. Licensor

3.2.1. Provides ITG Builder for Users, but does not guarantee smooth functioning of the Website.
3.2.2. Provides Support Service including Upgrades, Updates and any changes to ITG Builder and its interface.
3.2.3. Shall have the power to investigate Intellectual property violations.

3.2.4. Can suspend or close User account for reason, described in cl.11.3.

4. PERMITTED USE

4.1. Subject to the restrictions described in “Prohibited Use” clause below, the following is regarded as “Permitted Use” and contains:

(i) use of the Website for creating and unlimited customization illustrations (change color, style and elements of illustration) in ITG Builder;

(ii) downloading illustrations in PNG, JPG, SVG format in accordance with selected Tariff Plan;

(iii) download illustrations from ITG Builder as many times as possible in accordance with selected Tariff Plan;

(iv) use Сontent from ITG Builder for personal and commercial goals, subject to the restrictions described under sections 3, 5 and cl.7.3 such as:

  • use Licensed Materials for website, web app, mobile app, blog, presentation, including for Your commercial projects with Your clients and their projects;
  • use Licensed Material for printed media (provided the Licensee is not sub-licensing or allowing redistribution or resale of Licensed Materials);
  • use of Licensed Material for the purpose of creating a logo, trademark or any other kind of visual representation (providing that the licensee is not officially register it with a patent office);
  • use for social media post or profile image;
  • use for set the decorative background on a personal computer or mobile device;
  • online or electronic publications, including web pages, blogs, ebooks and videos;
  • any other uses approved in writing by Company.

(v) modify or edit the whole / part of illustration after downloading from ITG Builder if it is possible according to the selected Tariff Plan.

5. PROHIBITED USE

5.1. Prohibited Use includes but is not limited to:

  • sublicense, distribute, sell, assign, convey, or otherwise transfer this license nor any of the Licensee's rights, duties, or legal responsibilities under this Agreement;
  • modify, alter, or change any of the terms of this Agreement without the express written consent of Company;
  • use Content and Licensed Materials in any manner that infringes upon any third-party copyrights, trade names, trademarks or service marks;
  • attempt to decompile or reverse engineer any software contained on the ITG Builder;
  • use the Licensed Material for resale, license or other distribution for profit on Your own/others platforms and resources;
  • attempt to gain unauthorized access to the Website, or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality or security of the Website;
  • use the Content, Licensed Materials and/or the Website in a way that places in a way that may find offensive – this includes, but is not limited to, the use of images: a) in pornography, “adult videos” or the like; b) in ads for tobacco products; c) in ads or promotional materials for adult entertainment clubs or similar venues, or for escort, dating or similar services; d) in connection with political endorsements; e) in advertisements or promotional materials for pharmaceutical or healthcare, herbal or medical products, including, but not limited to dietary supplements, digestive aids, herbal supplements, personal hygiene or birth control products; and f) uses that are defamatory, or contain otherwise unlawful, offensive or immoral content;
  • use or display the Content or Licensed Material / the Website in such a manner that gives the impression that the Content was created by You or a person other than the Company that is the sole copyright holder of the Content / the Website;
  • using the User Account by more than (1) one User or Licensee at any time;
  • transfer the User Account details to someone else.

5.2. In case of violation of cl.5.1. We reserve the right to suspend / close such User Account and automatically terminate access with no refunds without prior warning.

6. TARIFF PLANS AND PAYMENT

6.1. The User pays the license fees in accordance with the selected Tariff Plan.

6.2. Free Plan allows User to use the Website for free with the following limits:

  • to download files only in JPG format;
  • to access non-editable file after download;
  • limited downloads of the Content / Licensed Materials (up to 100 downloads);
  • appreciation for the ITG Builder according to cl. 7.3. of this Agreement.

6.3. Monthly Plan costs 19$ per one month (30 days) and includes:

  • download files of high-resolution in SVG, PNG, JPEG formats;
  • all downloaded files are editable SVG illustrations;
  • limited downloads of the Content / Licensed Materials (up to 250 downloads per month).

6.4. Annual (12 month) Plan costs 156$ and includes:

  • download files of high-resolution in SVG, PNG, JPEG formats;
  • all downloaded files are editable SVG illustrations;
  • unlimited downloads of the Content / Licensed Materials.

6.5. All payments for using ITG Builder and payment of taxes (including VAT tax) will be handled by Our partners, resellers Paddle.com Market Limited Puddle and Paddle Payments Limited (Terms of use).

6.6. When You choose to subscribe for one of the Tariff Plans We send You an invoice for payment. Your billing information and other additional information for the invoice should be correct.

6.7. Your Plan will be available upon receipt of full payment.

6.8. The price includes sales and use taxes, value added taxes, and other government-imposed taxes, Licensee pays the transaction fees.

6.9. We do not do money-back if User decides to change User Plan, suspend / close User Account or does not use the Website. Upon expiration of Your Monthly / Annual Plan Your Free Plan will be still available.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. All Intellectual Property Rights over and in respect of the Website and Content / Licensed Materials are owned by Licensor and are protected by U.S., Ukrainian and International Copyright Laws, rules, and regulations.

7.2. Even after the Licensed Materials were downloaded by the User, all the Intellectual property rights related to the Content / Licensed Materials or Licensed Materials are not transferred or assigned to the Licensee and remain the property of the Company subject to cl. 4-6 of this Agreement.

7.3. Free Tariff Plan User is prohibited to distribute / otherwise use / post / show / demonstrate to third parties any Content and/or Licensed Materials without link to ITG Builder (http://itg.digital). Absence of such appreciation is considered as a breach of User’s obligations under this Agreement.

7.4. All Tariff Plan Users are prohibited to resell, sublicense, distribute otherwise transfer the Content / Licensed Materials in exchange of money / goods.

7.5. Except otherwise provided herein, this Agreement does not grant the Licensee any Intellectual property rights, nor rights to royalties for Licensed Materials or Content.

7.6. This Agreement is not an agreement of sale, and does not transfer any title, Intellectual Property Rights (apart prescribed by cl. 4) or ownership rights to the Company’s Website or Content / Licensed Materials to Licensee.

8. REPRESENTATIONS AND WARRANTIES

8.1. From Licensor:

8.1.1. We represent and warrant that Company is the owner of the Website and Content of each and every component thereof and that it has and will maintain the full power and authority to grant Intellectual property rights to the Website and Content set forth in this Agreement without the further consent of any third party.

8.1.2. Pursuant to the terms of this Agreement the Company warrants that the Content will not infringe upon any copyrights, or intellectual property rights of any third-party provided the Licensee uses the Content pursuant to the terms of this Agreement.

8.2. From Licensee:

8.2.1. The Licensee understands and agrees that any and all Content is provided "as is" without representation, warranty, or condition of any kind

either expressed or implied, including but not limited to implied warranties, representations, or conditions of merchantability, or fitness for a particular purpose. The Company does not warrant or guarantee that the Content will meet the Licensee’s requirements or that the use will be uninterrupted or error-free. The Licensee acknowledges and agrees to bear all risk for the use of the Content.

8.2.2. The Licensee warrants and agrees to be responsible for all Licensed Materials uploaded, downloaded, or otherwise transmitted between our Website and the end user.

8.2.3. The Licensee also guarantees to indemnify and hold the Company harmless from any and all: actions, proceedings, claims, unforeseen third-party claims, demands, costs (including without restriction any legal costs, fees or expenses) and damages arising directly or indirectly from User’s use of the Website, or as a result of any breach or non-performance of this Agreement by Licensee.

8.2.4. Not to assign, transfer, or sublicense this Agreement and duties or obligations under this Agreement, or permit unauthorized use of Content, or any portion thereof.

8.2.5. The downloaded Licensed Materials shall not infringe upon any third-party rights whatsoever, otherwise the Licensee will be liable for the infringement not limited to damages and legal costs.

9. LIMITATION OF LIABILITY

9.1.The limitations and exclusions of liability set out in this Section 9 and elsewhere in this Agreement govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, tort (including negligence) and breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

9.2. The Company is responsible only for providing the above described ITG Builder Website. Use and legal consequences of the use of the Website and the Content is the responsibility of the Licensee.

9.3. The Company will not be liable to the Licensee for incorrect and wrong data (including billing information) that the Licensee has provided to the Company.

9.4. The Company will not be liable to the Licensee in respect of any loss of profits or anticipated savings, any loss of business, contracts or opportunities.

9.5. The Company will not be liable to the Licensee in respect of any claims (including violation Intellectual property rights by Licensee)arising out of or related to this Agreement.

9.6. Our Company, owners, directors, employees, affiliates, and/or representatives shall not be liable at any time for damages, costs, or losses arising as a result of modifications made to the Licensed Material.

9.7. The Company cumulative liability for all claims arising out of or related to this Agreement will not exceed the selected Tariff Plan costs per one month.

10. FORCE MAJEURE

The Company will not be held liable for any interruptions in the Website, delays, errors, malfunctions and, in general, any other problems that originate from causes beyond the reasonable control of Company. Force Majeure is understood to include those events, such as failures of third parties, service companies, acts of government, lack of access to third-party networks, acts or omissions by public authorities, those produced as a result of natural disasters, power outages, and the attack by hackers or other third parties to the security or integrity of the system.

11.TERMINATION AND BREACH OF AGREEMENT

11.1. We will be missing You, although You are definitely free to terminate this Agreement by sending a rejection letter to Our email: hello@itg.digital.

11.2. We can terminate this Agreement without advanced notice if at any time You fail to comply with any of its terms.

11.3. We can suspend or close Your User account if We notice:

  • violation of the terms and conditions of this Agreement;
  • existence of copyright and Intellectual property violation;
  • defamation and libel committed by User against ITG Builder and/or Company.

11.4. Upon termination, You must immediately (i) cease using the Website for any purpose; (ii) if requested, confirm to Company in writing that You have complied with these requirements.

11.5. In the event of breach, the Licensor reserves the right, but not obliged, to provide Licensee with written notice of breach. If the Licensee fails to cure the breach, then this Agreement is deemed to have been automatically terminated without any further notice to the Licensee.

12. GOVERNING LAW

12.1. This Agreement, subject matter and formation, is governed by the law of the State of Delaware, United States.

12.2. Any dispute, controversy or claim arising out of or relating to this contract, including the conclusion, interpretation, execution, breach, termination or invalidity thereof, shall be settled by the Delaware Court of Chancery in accordance with the Delaware Rapid Arbitration Act.

13. GENERAL PROVISION

13.1. If any provision of this Agreement is or becomes invalid or is ruled invalid by any court of competent jurisdiction or is deemed unenforceable, it is the intention of the Parties that the other provisions of this Agreement are not affected.

13.2. Licensee may not assign or otherwise transfer Licensee’s rights or obligations under this Agreement.13.3. The Company reserves the right to change any of the terms of this Agreement at any time, and You agree to be bound by such changes. Please make sure You read this Agreement from time to time and understand changes.

14. CONTACT

If You have questions or comments regarding this Agreement, please contact us at: hello@itg.digital .