THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BLUE PENCIL, LLC (HEREINAFTER REFERRED TO AS "Blue Ware"). READ THIS AGREEMENT IN ITS ENTIRETY BEFORE YOU PURCHASE A LICENSE FOR ANY PRODUCT. BY PURCHASING A LICENSE FOR ANY PRODUCT FROM THIS WEBSITE OR A BLUE WARE SALES REPRESENTATIVE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, CLICK ON YOUR BROWSER'S BACK BUTTON. BY DOING SO, YOU WILL DECLINE THIS AGREEMENT AND WILL NOT BE GRANTED A LICENSE TO ANY PRODUCT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, THE LICENSE GRANTED AND RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR EMPLOYER AND TO YOU AS A REPRESENTATIVE OF YOUR EMPLOYER. SHOULD YOU CEASE WORKING FOR YOUR EMPLOYER, YOUR EMPLOYER MAY CONTINUE TO OPERATE UNDER THIS AGREEMENT AND YOUR RIGHTS UNDER THIS AGREEMENT WILL BE TERMINATED.

1. Grant of License. Subject to your compliance with the terms of this Agreement, Blue Ware grants to you and your employer, if you are licensing on behalf of your employer, a non-exclusive, non-sub-licensable, non-transferable right to use, without payment of additional royalties and fees, the graphic design template you have selected (the "Product") solely in accordance with the terms of this Agreement. The Product may be used by you or your customers or direct clients on a worldwide and perpetual basis only for the following applications:
1.1 Advertising, merchandising and promotional materials;
1.2 Print publications;
1.3 Other uses approved by Blue Ware in writing in advance.

The only right granted to you is the right to use the Product in accordance with the express provisions of this Agreement. All rights not expressly granted to you in this Agreement are specifically reserved to Blue Ware. No implied rights or licenses are granted by this Agreement.

2. Limited Rights. Your rights to use Product(s) are limited in the following manner, in addition to any other restrictions provided in this Agreement or by law:

Product(s) are licensed with no rights protection on a non-exclusive basis. Blue Ware gives no rights or warranties with regard to the use of names, trademarks, registered or copyrighted designs, elements or works of art depicted or contained in any image in any Product, and you must satisfy yourself that all the necessary rights or consents, as may be required for your use of Product(s), are obtained. The images contained in our Products may only be used by you in connection with our Products and for no other purpose. You may provide our templates, as customized by you or us, within your organization with the native files as long as the organization does not create new derivative works from those files. Use of a Product in a manner not specifically authorized by this Agreement constitutes an infringement of our and our third party licensors' proprietary rights and will subject you to infringement damages. Use of a Product in a manner that is contrary to a restriction stated in this Agreement is prohibited. The limitations of this Agreement apply to derivative works and reproductions of the Product.

You may not use any portion of the Product as part of a logo, trademark or service mark. You may not claim any proprietary rights in the Product or any portion thereof.

You may not post any Product or portion thereof on any electronic bulletin board, place any Product or portion thereof on-line or in a downloadable format, or use, or allow anyone else to use, any Product or portion thereof to create pornographic, libelous, obscene or defamatory material.

3. Copyright. No ownership or copyright in any Product, or in any image contained in any Product, shall pass to you with respect to the Product. Use of any Product or portion thereof in any way not expressly authorized by this Agreement is a violation of federal copyright law. You must preserve and not alter any copyright or similar notice embedded in the electronic copy of the Product delivered to you. In any published materials, you must include the notice: “Copyright © 200_ [your name] and its licensors. All rights reserved.”

4. Warranty and Limitation of Liability. Blue Ware warrants the digital copy of the Product in the form delivered to you to be free from defects in material and workmanship for 90 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Product or refund of the license fee paid by you, at Blue Ware’s option. BLUE WARE MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NEITHER BLUE WARE NOR BLUE WARE’S THIRD PARTY REPRESENTATIVES SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR OTHER DAMAGES ARISING OUT OF THIS LICENSE OR OTHERWISE. ANY REPRESENTATION OR WARRANTY MADE BY BLUE WARE SHALL NOT APPLY IF YOU ARE IN BREACH OF THIS AGREEMENT. If Blue Ware is liable to you or your employer for any reason, then Blue Ware’s aggregate liability to you shall be limited to the sum invoiced and paid by you for the use of the particular Product involved. Some states do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state provisions.

5. Payment. No use of a Product can occur until full payment has been made. Any use of a Product by you prior to payment constitutes an infringement of Blue Ware’s and Blue Ware’s third party proprietary rights and a breach of this Agreement which entitles Blue Ware to rescind this Agreement and seek damages from you and your employer, as applicable.

6. License Not Assignable. This Agreement, the license granted to you with respect to a particular Product or any of your other rights or obligations hereunder may not be conveyed, assigned or otherwise transferred.

7. Interest on Overdue Invoices. If you arrange for payment terms directly with Blue Ware and fail to pay any of Blue Ware’s invoices in full within 30 days of the invoice date, Blue Ware shall add a service charge of one and one half percent (1-1/2%) per month, or such lesser sum as is allowed under law, on any unpaid balance.

8. Unauthorized Use of Products. You agree to indemnify and hold Blue Ware, its third parties, and their respective directors, officers, affiliates and representatives harmless against any claim for damages, losses or any costs, including attorneys' fees, arising in any manner whatsoever from the unauthorized use of any Product or portion thereof supplied to you by Blue Ware, or for your breach of any of the terms of this Agreement.

9. Termination. This Agreement and your rights hereunder terminate immediately, without notice, if you are in breach of this Agreement. Upon termination, you must stop using the Product and return the Product to Blue Ware.

10. Survival. The provisions of Sections 3, 4 and 8 of this Agreement, and such other provisions which by their nature continue after termination, shall survive termination of this Agreement.

11. Miscellaneous Terms. This Agreement contains the entire and exclusive agreement regarding your license of the Product and it may not be amended or varied unless agreed in writing by Blue Ware and you. No part of the content of Blue Ware’s catalogs or other advertising materials form a part of this Agreement. No action of Blue Ware, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. If Blue Ware waives any specific part of this Agreement, such waiver does not mean that any other part is waived. Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect. No terms contained on any purchase order or other document sent by you or your employer, shall apply. This Agreement, its validity and effect shall be interpreted under and governed by the laws of the State of Ohio, without regard to conflicts of law rules. The 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply. Venue for all disputes arising under this Agreement shall lie exclusively in the state and federal courts in Franklin County, Columbus, Ohio, and each party consents to and agrees not to contest the personal jurisdiction of these courts. Notwithstanding the foregoing, Blue Ware shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief if, in the opinion of Blue Ware, such action is necessary or desirable. If Blue Ware is required to enforce Blue Ware’s rights as a result of any breach of this Agreement, whether a lawsuit is filed or not, it shall be made whole by you for such reasonable legal fees and costs incurred by it. For licensing information pertaining to images or font products, please refer to the websites of the individual brands to view their licensing information or contact their customer service department.