License agreement and term of use:
This agreement covers the products you license from Squarecup Ltd, unless and until we enter into a new agreement that expressly replaces this one. If you use the Squarecup Ltd products as an employee/partner of or for the benefit of your company, you represent that you have the power and authority to accept this agreement on behalf of your company. Your company will be the licensee under this agreement. By downloading or installing or using the Squarecup Ltd products, you consent to the terms and conditions of this agreement on behalf of yourself and the company on whose behalf you will use the Squarecup Ltd products provided under this agreement. The effective date of this agreement is the date that you first download, install or use the Squarecup Ltd products. If you do not agree to the terms and conditions of this agreement or if you do not have the power and authority to accept the terms and conditions of this agreement on behalf of your company, you may not use the Squarecup Ltd products and Squarecup Ltd is unwilling to provide you with them.
a) Agreement — This License Agreement which shall be in effect and bind you and Squarecup Ltd the moment you download or buy the licensed products of Squarecup Ltd; unless another agreement expressly replaces it.
b) Squarecup Ltd — is the company that has produced, created the ‘Uicon.me’ icons for personal and commercial use and under this License Agreement is extending it for further use.
c) ‘You’/ ‘Your’ — You are the client of Squarecup Ltd if you are visiting the site of Squarecup Ltd and have the intention of licensing the ‘Uicon.me’ icons for your personal or commercial use. ‘You’ may be an individual, a company, employees of a company, partners of a company or freelancers hired to work. This definition is not comprehensive although it includes all of the above but may not be limited to it.
d) Employees/ Partners/ Team Members — are employees/ partners of a company, partnership firm who are employed by that company in some manner, working on a project/ website/ template and need to use the ‘Uicon.me’ icons to integrate them into the company’s projects/ website for further commercial use and profit of the Company. They are clearly distinguished from the ‘End Users’ of Squarecup Ltd products defined in 1(e). Only five (5) such employees/ partners/ team members are allowed to use the ‘Uicon.me’ icons at one time unless the company purchases an Extended License on their behalf to increase such users.This definition is not comprehensive although it includes all of the above but may not be limited to it.
e) Users/ End Users — The End Users may also be the users of the projects/ websites developed by the companies or partnership firms mentioned in 1(b) and (d) where the icons have already been integrated into such projects. There is no limit on the number of such End Users who may use/visit such projects/websites.
f) Products — The ‘Uicon.me’ icons designed, created and made available by the proprietor of Squarecup Ltd on Squarecup Ltd website. The Products are not sold but are licensed for further use. All the intellectual property rights with regards to the Products lie with the proprietor of Squarecup Ltd. These product may be available for free download as per the Agreement.
g) Intellectual Property — intellectual property (IP) refers to creations of the mind, such as inventions; literary and artistic works; designs; and symbols, names and images used in commerce. In this case, ‘Squarecup Ltd’ in all artistic forms and all of its proprietary information and/or designs available on the website belong to the proprietor of Squarecup Ltd. Any intentional or un-intentional use or misuse of these Intellectual property without the permission of Squarecup Ltd may attract legal actions and consequences.
2) Products and Services:
a) The Squarecup Ltd products that you may license or use free of cost under this agreement are identified hereunder that you and Squarecup Ltd enter into from time to time under this agreement. These products and services may include (but are not limited to): i) Uicon.me Icons. Free Icons — You can download the free pack provided by Squarecup Ltd and use it for personal and/or commercial for any number of projects. ii) Uicon.me Icons. Standard License — Icons can be used in any number of projects/ website. Up to five (5) employees/ partners in a company or partnership firm are allowed to use the Uicon.me icons. iii) Uicon.me Icons. Extended License — If you have more than five (5) employees/ partners who may need to use the Uicon.me Icons in the company’s project/ venture, then you have to buy an ‘Extended License’. All the terms of this License Agreement are also valid and extend to the ‘Extended License’.
b) You have to purchase Extended License if you wish to use icons for more than 5 employees/ partners
c) For all the above products and licenses, you will receive a download link in your registered email id as soon as the payment is completed as per the license you may have purchased. This link shall be valid for a period of one year.
3) Your License Rights:
When you purchase a license to a Licensed Product, upon its delivery you will have a non-exclusive right to: i) Install the Licensed Product on one or more computers; ii) Allow more than one employee/ partner to use the Uicon.me icons if the license permits so. iii) Modify in shape, size, colour, and/or file/format. iv) Use them in unlimited personal or commercial use as per the license purchased. v) make a reasonable number of copies of the licensed Product solely for backup or archival purposes vi) Make, develop, sell integrated designs, software, services, web-based products only to the extent that the Licensed Products are integrated/ embedded into the new creation and is not in the original form as the licensed Product.
4) Restrictions You may not (and may not allow anyone else to):
a) Cannot sell them as individual products solely for the purpose of re-selling.
b) Cannot modify their original design/artwork so as to render them unrecognizable from their original state with the goal to resell them
c) Cannot be sublicensed, rented or transferred or assigned to anyone without express permit.
d) Cannot use icons to sell products like patterns, stickers or t-shirts where Uicon.me icons may provide the most and/or only commercial value to that product.
e) Use the licensed Product or its output to develop or enhance any product that competes with a Squarecup Ltd product
Your right to use the licensed Product is conditioned upon your timely payment of the full amount of Fees due for the Licensed Product and your compliance with the terms of this agreement, including the following restrictions.
6) Transfers and Assignments:
You may not transfer or assign your license rights to any other person in any manner (by assignment, operation of law or otherwise) unless you have obtained written consent from Squarecup Ltd. If you attempt to transfer or assign any of your license rights without Squarecup Ltd consent, the transfer or assignment will be ineffective, null, and void (and you will be in material breach of this agreement).
All products of Squarecup Ltd are provided “as is,” without any warranty of any kind, and Squarecup Ltd further disclaims all other warranties, express, implied or statutory, with respect to open source software, including but not limited to the implied warranties of non-infringement, merchantability and fitness for a particular purpose. Squarecup Ltd shall not have any liability for any direct, indirect, incidental, special, exemplary, or consequential damages (including without limitation lost profits), however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use or distribution of the open source software, even if advised of the possibility of such damages.
8) Order and Delivery:
Ordering Squarecup Ltd Products: You may order the Licensed Products at any time by submitting an order to Squarecup Ltd through Squarecup Ltd on-line ordering system or as otherwise directed by Squarecup Ltd. When using Squarecup Ltd on-line ordering system, you shall be responsible for ensuring that all information you provide is accurate and complete and that any person placing an order on your behalf has your authority to do so. Once you submit an order, you may not cancel or change it. Your order must indicate which products you want to purchase (including, in the case of Licensed Products, the type of license, the quantity, the License Term) and any other information Squarecup Ltd would need to fulfill your order. Squarecup Ltd may, in its reasonable discretion, accept or reject your order. Squarecup Ltd may accept your order by sending you written or electronic notice of acceptance or simply by fulfilling your order.
All payments are to be done in U.S. dollar currency through the on-line ordering and payment system on Squarecup Ltd website. As soon as a successful payment is established, an email shall be sent on your registered email id with the download link for the purchased license and further information.
a) Confidentiality Obligations: Each party (you and Squarecup Ltd) agrees to abide by the following confidentiality obligations with respect to the other party’s Confidential Information: i) do not disclose it to any third party unless (i) the other party has given its specific and express prior written approval, (ii) the disclosure is expressly allowed under this agreement, or (iii) the disclosure is necessary to comply with a valid court order or subpoena; ii) do not use it for any reason other than to exercise its rights and perform its obligation under this agreement; and iii) protect it from unauthorized dissemination in the same manner as that party protects its own Confidential Information, and in any event with reasonable precautions (which include limiting access to employees and contractors on a “need-to-know” basis).
b) Mandatory Disclosures: If you believe you must disclose Squarecup Ltd Confidential Information in order to comply with a valid court order or subpoena, you must promptly notify Squarecup Ltd and cooperate with Squarecup Ltd if Squarecup Ltd chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed. Squarecup Ltd will do the same if it believes it must disclose your Confidential Information in these circumstances.
11) Term and Termination:
a) Term of Agreement: The term of this agreement will begin on the effective date that you first use the products and will be in effect in perpetuity unless this agreement is terminated sooner by either party.
b) Rights to Terminate: Each party has the right to terminate this agreement, by giving written notice of termination to the other party, if (a) the other party breaches this agreement and (b) either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching party within 15 days after receiving written notice of the breach from the non-breaching party
c) Consequences of Termination: If and when either you or Squarecup Ltd terminates this agreement, any purchases in effect at that time will also terminate. When this agreement, expires or is terminated: i) immediately cease all use of the Licensed Products ii) promptly return to Squarecup Ltd or destroy all copies of the Licensed Products and documentation in your possession or control, iii) certify in writing to Squarecup Ltd that you have complied with clauses (i) and (ii)
d) you will remain obligated to pay any amounts you owe to Squarecup Ltd at that time.
e) the provisions of sections 4, 10, 12 and 13, will remain in effect.
12) Infringement Claims:
a) Conditions: Squarecup Ltd obligations to defend and indemnify you with respect to a particular claim are subject to the following conditions: i) you must promptly give Squarecup Ltd written notice of the claim; ii) you must identify the specific Licensed Product(s) at issue in the claim and indicate how the Licensed Product(s) is(are) utilized by you or your products; iii) you must give Squarecup Ltd sole control and authority over the defense and settlement of the claim; and iv) you must provide Squarecup Ltd with all information you have regarding the claim and cooperate with Squarecup Ltd when Squarecup Ltd defends or attempts to settle the claim.
b) Pro-Active Steps: If any Licensed Product is, or Squarecup Ltd believes is likely to become, the subject of a claim for which Squarecup Ltd would be obligated to defend and indemnify you, then Squarecup Ltd may, at its option, do any of the following: i) obtain for you (at no cost to you) the right for you to continue using the Licensed Product as permitted by this agreement; ii) replace or modify the Licensed Product to avoid the infringement problem, as long as there is no material loss of functionality; or iii) if Squarecup Ltd reasonably concludes that it will not be feasible to do either of the above, terminate your license for the Licensed Product and give you a prorated refund (based on how much of the License Term has elapsed) of the Fees you paid for that license.
c) Exclusions: Squarecup Ltd will have no obligation to defend or indemnify you (notwithstanding the first paragraph of this section) with respect to any claim that is based on or attributable to any of the following: i) any modification made to the Licensed Product by anyone other than Squarecup Ltd; ii) the combination or use of the Licensed Product with other products, processes, or materials not supplied by Squarecup Ltd or specified in the Documentation as being necessary to use the Licensed Product; iii) your continued engagement in infringing activities after you were notified of the infringement or after Squarecup Ltd informed you of a modification or workaround that would have avoided the infringement; and iv) your use of the Licensed Product in a manner not permitted by this agreement.
d) Burden of Proof: You will have the burden of showing that indemnification is required pursuant to this section 10 and that the exclusions in section 10 are not applicable.
e) No Other Obligations: Except as expressly stated in this section 10, Squarecup Ltd has no obligation or liability to you for any actual or alleged infringement related to the Licensed Products, Documentation, or Design Techniques.
13) Limitation of Liability: For each product or service you license or purchase from Squarecup Ltd under this agreement, Squarecup Ltdtotal, cumulative liability to you, including under section 12, is limited to the amount of Fees you paid for that product or service (regardless of the nature of the liability or the nature or number of claims giving rise to the liability). Squarecup Ltd will not, under any circumstances or any theory of liability, be liable to you for any lost profits, loss of data, or consequential, incidental, or special damages arising from this agreement or the products and services provided to you under this agreement.
14) Independent Contractors:
The parties to this agreement are independent contractors. Neither party is the agent or partner of the other party, or has any power or authority to act on behalf of the other party
Section headings in this agreement are for convenience only. The word “including” (and variations thereof) is not intended to be limiting. No rule of strict construction is to be used when interpreting this agreement.
16) Entire Agreement:
This agreement is the entire agreement between the parties concerning its subject matter, and supersede any prior or contemporaneous agreements, communications, or understandings (whether written or oral). However, any confidentiality or nondisclosure agreements that Squarecup Ltd previously entered into with you will remain in effect (according to their terms) with respect to the confidential information disclosed thereunder.
This agreement may be amended only by means of a written instrument signed by authorized representatives of both parties that specifically refers to this agreement and states the parties’ intention to amend it. No additional or inconsistent terms on any purchase order or similar document you may submit to Squarecup Ltd will be binding on Squarecup Ltd or have any legal effect. If you want to remove these limitations, buy the Extended License