Branding Lab Co LLC Digital Content Non-Commercial Use License Agreement

Preamble

This Non-Commercial Use License Agreement ("Agreement") is legally binding and drafted to govern the relationship between Branding Lab Co LLC ("Licensor") and any individual or entity ("Licensee") agreeing to these terms. By using, purchasing, or downloading the Licensed Asset from Branding Lab Co LLC, the Licensee agrees to adhere to the terms specified herein.

Article 1: Definitions

1.1. "Licensed Asset" refers to digital content including, but not limited to, images, videos, text, and multimedia elements provided by Licensor under the terms of this Agreement.
1.2. "Licensee" refers to the individual or entity that acquires a license to use the Licensed Asset under the terms outlined in this Agreement.
1.3. "Non-Commercial Use" involves use of the Licensed Asset in a manner that does not directly or indirectly involve financial compensation, including but not limited to advertising, reselling, or other commercial distribution.
1.4. "Commercial Use" means the use of the Licensed Asset in any manner primarily intended for or directed toward commercial advantage or private monetary compensation.

Article 2: Grant of License

2.1. The Licensor grants the Licensee a non-exclusive, non-transferable, revocable, worldwide license to use the Licensed Asset strictly for Non-Commercial purposes as defined herein.
2.2. This license allows the Licensee to:

• Download and store the Licensed Asset on personal devices.
• Use the Licensed Asset for personal projects such as educational materials, personal artwork, and non-commercial presentations.
• Display the Licensed Asset on personal websites and social media accounts, provided such use complies with the Non-Commercial Use definition.

Article 3: Restrictions

3.1. The Licensee shall not:

• Use the Licensed Asset for any Commercial Use without a separate written agreement with the Licensor.
• Distribute, resell, lease, license, or sublicense the Licensed Asset to any third party.
• Alter, modify, or create derivative works from the Licensed Asset without prior written permission from the Licensor.
• Use the Licensed Asset in any way that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, or otherwise objectionable or inappropriate as determined by Licensor.

Article 4: Intellectual Property

4.1. The Licensed Asset is protected by copyright and potentially other intellectual property laws. The Licensor retains all ownership and intellectual property rights to the Licensed Asset not explicitly granted through this Agreement.
4.2. The Licensee acknowledges that all trademarks, service marks, and trade names are owned by the Licensor or other respective owners that have granted the Licensor the right to use such marks.

Article 5: Term and Termination

5.1. This Agreement is effective from the Licensee's acceptance of these terms and shall continue until terminated by either party.
5.2. The Licensor may terminate this Agreement immediately upon notice to the Licensee if the Licensee fails to comply with any term(s) of this Agreement.
5.3. Upon termination, the Licensee must immediately cease all use of the Licensed Asset and destroy all copies made thereof.

Article 6: Indemnification

6.1. The Licensee agrees to indemnify, defend, and hold harmless the Licensor and its officers, directors, employees, agents, affiliates, successors, and assigns from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to the Licensee's use of the Licensed Asset not in accordance with this Agreement.

Article 7: Disclaimers and Limitation of Liability

7.1. The Licensed Asset is provided "as is" without warranty of any kind, either express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement.
7.2. Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from (A) your access to, use of, or inability to access or use the Licensed Asset; (B) any conduct or content of any third party relating to this Agreement; or (C) unauthorized access, use, or alteration of the Licensed Asset.

Article 8: General Provisions

8.1. Amendment: No modification or amendment to this Agreement shall be binding upon the Licensor unless in writing and signed by an authorized representative of the Licensor.
8.2. Severability: If any provision of this Agreement is deemed invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
8.3. Waiver: The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

Article 9: Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Licensor is incorporated, without regard to its conflict of laws rules.

Article 10: Dispute Resolution

10.1. Any disputes arising out of or related to this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association applicable at the time the dispute arises.
10.2. The arbitration shall take place in the city in which the Licensor is headquartered and shall be conducted in the English language.

Article 11: Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

By downloading, purchasing, or using the Licensed Asset from Branding Lab Co LLC, the Licensee agrees to be bound by the terms of this Agreement. This document is intended to provide a detailed framework for the use of digital content in a way that protects both the licensor and licensee, ensuring that intellectual property is respected and properly utilized.