License Agreement
PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. ANY USE OF COMMON CRAFT CONTENT (DEFINED BELOW) CONSTITUTES ACCEPTANCE OF THIS END USER LICENSE AGREEMENT.
This Common Craft End User License Agreement (“License”) describes your (“You(r)”) legal use of the videos and/or related materials (“Content”) provided to You by Common Craft. By clicking “I Accept” and/or obtaining any Content from Common Craft, You shall comply with this License. If You are unable to comply with this License or do not wish to be bound by its terms, do not download or use any Content.
1. Delivery. After You sign this License, Common Craft will deliver the Content to You in the format selected on the Common Craft website, located at www.commoncraft.com (“Website”) for Your use during the Term. Common Craft will deliver the Content by sending You an email with a link to the Content file (or by another reasonable method chosen by Common Craft). You must, at Your own expense and risk, use the proper version of any technology or software necessary to download and access the Content. Common Craft may use third parties to provide Content to You (for example, payment processing and delivery), and You must comply with their policies and procedures to receive Content.
2. Grant of License. Common Craft grants You a limited, non-exclusive, non-transferable, non-sublicensable right to use, store, access, host, display, publicly perform and permit up to the maximum number of users for Your License, as stated on the Website, (“Authorized Users”) to access the Content. You may not: (a) sell, transfer, assign or re-distribute the Content; (b) make or permit others to make any unauthorized copies of the Content; (c) alter, edit or modify the Content; (d) remove any copyright or other ownership notices from the Content; (e) allow or authorize the use of the Content by more than the total number of Authorized Users; (f) use the Content after your License ends; or (g) use the Content for any unlawful purpose, or in a way that is inconsistent with Common Craft’s policies.
3. Payment. You will pay Common Craft the fees specified on the Website (“Fees”) in U.S. dollars or currency equivalent. You are responsible for any taxes or surcharges associated with the Fees. If the number of actual users for the Content is greater than the number of Authorized Users permitted on the Invoice, You must report the increase to Common Craft and immediately pay any additional Fees. Common Craft may request that You provide written verification of the number of actual users of the Content once per quarter. If You do not pay the Fees when due, Common Craft may charge You a late fee of up to one and one half percent (1.5%) of the unpaid Fees per month (or at the highest interest rate permitted by law). The License automatically renews each year following Your original purchase date (“Renewal Date”) and You will pay Common Craft the Fees within 14 days following Your Renewal Date. We cannot cancel, credit or refund Fees after Your Term begins.
4. Term and Termination. This License (a) begins on the date Common Craft first delivers any Content to You; (b) is valid for one (1) year; and (c) automatically renews each year on Your Renewal Date. You may cancel this License at any time before Your Renewal Date by notifying us in writing. Common Craft may terminate this License immediately if You fail to comply with the terms of this License, and You will forfeit any Fees paid to Common Craft. Sections 5, 6, 7, 8 and 9 of this License will continue to be in effect after this License ends for any reason. After your License ends, you must return all Content to Common Craft and/or delete all Content files.
NOTE: If You have a License that is no longer available from Common Craft (“Discontinued License”), the Discontinued License terminates either three (3) years from the date Common Craft first delivers the Content to You or when You convert the Discontinued License to an annually-renewing License, whichever occurs first.
5. Audit. Common Craft may audit Your records to verify compliance with this License at any time during the Term and up to two (2) years after the Agreement terminates. Any audit will be conducted after reasonable notice in writing from Common Craft and during Your normal business hours. If an audit uncovers an underpayment of more than five percent (5%) of the Fees due to Common Craft, You shall pay for the costs of the audit and the unpaid Fees due to Common Craft within ten (10) business days of the audit’s completion.
6. Indemnity. You will indemnify and hold Common Craft harmless from all claims, costs and reasonable attorneys' fees that may arise out of or be connected to Your (or Authorized Users) failure to comply with this License. Common Craft will indemnify and hold You harmless from all claims, costs and reasonable attorneys’ fees that may arise if the Content actually infringes the intellectual property rights of someone other than You or Common Craft. If You seek indemnification, You must: (a) notify Common Craft immediately; (b) immediately stop using the Content; and (c) provide Common Craft with evidence that you have stopped using the Content. Common Craft has no indemnity obligation to You if You do not comply with the terms of this License, or if You fail to comply with the procedure described above. Common Craft may elect to indemnify You by either using reasonable efforts to replace the Content or providing You with a pro-rated refund of Fees.
7. Disclaimer and Limited Liability. THE CONTENT IS PROVIDED TO YOU "AS IS" AND COMMON CRAFT MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE CONTENT INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. YOUR EXCLUSIVE REMEDY AND COMMON CRAFT’S TOTAL LIABILITY TO YOU UNDER THIS LICENSE IS LIMITED TO DIRECT DAMAGES INCURRED BY YOU UP TO THE TOTAL AMOUNT PAID BY YOU TO COMMON CRAFT. COMMON CRAFT IS NOT RESPONSIBLE FOR ANY INDIRECT DAMAGES INCLUDING SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.
8. Remedies. You agree that monetary damages may not properly make up for the unique losses Common Craft would suffer if You violate this License and Common Craft shall be entitled to, in addition to any other remedy Common Craft may have under this License or at law, injunctive relief including specific performance of this License without the necessity of posting bond.
9. General. You and Common Craft are independent contractors. This License is governed by the laws of Washington State. All disputes or lawsuits between You and Common Craft are subject to mandatory, binding arbitration which must take place in Seattle, Washington. All arbitrations will be conducted under the Commercial Arbitration Rules of the American Arbitration Association. Common Craft reserves the right to obtain an injunction to prevent you from making any improper use of the Content. If Common Craft fails to enforce any of its rights under this License, those rights are not waived. This License will be interpreted in a way that makes it valid under applicable law. If any part of this License is held invalid, the rest of the License will remain valid. This License, together with the Order Form, any attachments and the Common Craft Privacy Policy (located at www.commoncraft.com), is the entire agreement between You and Common Craft.