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This is a licensing agreement (Agreement) between you (“Licensee”) and Paragon Collective. This Agreement is effective when you purchase a template product or resource document from our online store. This Agreement is controlled by the following terms and conditions.

1.0 INTRODUCTION

Paragon Collective is an online business that designs and creates templates, documents and marketing devices for use by entrepreneurs and business owners. All of Paragon Collective’s resources are available for download directly from Paragon Collective’s website for paying customers. Paragon Collective and the Licensee agree that Paragon Collective will provide its services to the Licensee in accordance with this Agreement upon the date this Agreement becomes effective.

2.0 DEFINITIONS

2.1 Template

As used in this Agreement, template(s) includes any graphic design, template, logo, branding image, email, document, studio tool, font, or texture that is designed and created by Paragon Collective and that is available for licensing or present on Paragon Collective’s website.

2.2 Customised Template

A template that contains characteristics requested by the Licensee.

2.3 Client

A person or entity who pays the Licensee to provide him, her or it with the Licensee’s services.

3.0 SERVICES

3.1 Licensing of Documents

Paragon Collective will permit the Licensee to license its templates. The Licensee may license Paragon Collective templates by paying for them individually.

3.2 Necessary Software

Please read the product descriptions carefully for what software is required to edit the documents or templates. Most of Paragon Collective’s templates require the latest version of Adobe Photoshop, Adobe InDesign, Adobe Acrobat, or any combination of the three. Paragon Collective has no obligation to design its templates to work on any other platform. It is your responsibility to read the product description and specs, and agree that you have necessary software to use a template before you purchase.

3.3 Copywriting Usage

All text included in our templates or documents is yours to use. Each piece is written by Paragon Collective and created to make your job easier, however, it is highly suggested to edit such text to fit your voice, your brand, and your vision. It will translate even better when it’s coming from you, so use our copywriting as a starting point of inspiration.

4.0 LICENSING

This Agreement gives the Licensee the right to use Paragon Collective’s documents or customised templates as established below:

4.1 Permitted Uses

Effective upon this Agreement and receipt of payment from the Licensee, Paragon Collective grants the Licensee a non-exclusive license to download, reproduce and use Paragon Collective’s documents and templates as necessary for the Licensee’s personal or internal business purposes, provided the Licensee complies with the terms of this Agreement, including Sections 4.2 and 6.0, below. Internal business purposes do not include use by a third party or any parent, subsidiary, affiliate, partner, or licensee of the Licensee. The Licensee is entitled to provide Paragon Collective’s templates to the Licensee’s clients in accordance with Section 4.2, below.

4.2 Downloading

The Licensee may download a template from Paragon Collective’s website up to three (3) times at one (1) IP address.

4.3 Restrictions on Use

Paragon Collective’s templates are licensed, not sold. In signing this Agreement, the Licensee receives no title to, ownership of or legal rights to any of Paragon Collective’s templates, except those rights expressly granted in Section 4.1 above. The Licensee agrees that they will not:

Modify, create derivative works from, or otherwise alter any of Paragon Collective’s templates.The Licensee has no right to use Paragon Collective’s templates to develop a different template, even to the slightest extent.
Distribute to parties other than the Licensee’s clients, display publicly, sublicense, share or make available for use any of Paragon Collective’s templates. The Licensee must not distribute Paragon Collective’s templates to its client(s) in a way that allows the client(s) to reproduce or re-use the template.

Reverse engineer, disassemble, decompile or attempt to derive any source code or base construction of Paragon Collective’s templates.
Download and use a template at more than one IP address, unless otherwise agreed to with Paragon Collective in writing.

5.0 DELIVERY AND ACCEPTANCE

This Agreement will become effective when Licensee completes checkout on our online store. At that time, the Licensee will be obligated to abide by the terms and conditions of this Agreement. By making the templates available for download from its website, Paragon Collective satisfies its responsibility to deliver its templates to the Licensee. By downloading the templates, the Licensee accepts full delivery of the templates by Paragon Collective.

6.0 PAYMENT METHODS 6.1 Per Template

The Licensee may pay for individual templates. Payment for the template is due in full at the time of this Agreement.

6.2 No Refund

The Licensee is not entitled to a refund of any kind once template has been purchased and downloaded.

7.0 AGREEMENT MODIFICATIONS

Paragon Collective reserves the right to change or amend this Agreement. In such an event, Paragon Collective will notify the Licensee of the modified Agreement.

8.0 LICENSING

8.1 Download

Paragon Collective warrants that the Licensee will be able to download its templates from Paragon Collective’s website.

8.2 Ownership

Paragon Collective warrants that it is the owner of the templates offered for licensing on its website. It has full power and authority to license its templates. The Licensee warrants that no third party has ownership rights to any materials the Licensee requests for use in a customised template.

8.3 Disclaimer

Except as provided in this Agreement, Paragon Collective makes no warranties, whether express or implied, of merchantability, usefulness or fitness for a particular purpose of its templates. Paragon Collective does not warrant that its templates will function without interruption or in accordance with the Licensee’s intentions.

8.4 Limitation of Liability

Besides as otherwise authorised in this Agreement, the Licensee agrees to hold Paragon Collective harmless in any cause for damages, negligence, strict liability or tort, even if such damages were foreseeable. Nothing in this Agreement shall create additional liabilities, remedies or causes of action against Paragon Collective. Paragon Collective shall not be held liable for any claims by third parties against the Licensee. Paragon Collective shall not be held liable for any claims by third parties based on any material requested by the Licensee for use in a customised template.

9.0 MISCELLANEOUS

9.1 Choice of Law

Any claim brought against Paragon Collective or the Licensee under or pertaining to this Agreement shall be governed by Queensland state law.

9.2 Entire Agreement

This Agreement constitutes the entire Agreement between the Parties. No other communications or prior writings shall have any bearing on this enforceability of this Agreement.

9.3 Severability

The Parties agree to waive any provision of this Agreement that would render this agreement invalid or unenforceable. If a provision is determined to be invalid, it will be enforced to the extent permissible under the law.

9.4 Indemnity

Except where the Licensee has breached this Agreement, Paragon Collective will indemnify the Licensee, including any of the Licensee’s employees, shareholders, insurers, agents or officers, against any third-party claim, suit or proceeding against the Licensee or the above-mentioned parties; for infringement of a patent, copyright or other intellectual property by one of Paragon Collective’s templates, upon prompt notice by the Licensee to Paragon Collective.

In such an event, Paragon Collective will control the defence of its template. The Licensee agrees to indemnify Paragon Collective, its employees, shareholders, insurers, agents or officers, against any third-party claim, suit or proceeding against Paragon Collective for infringement of a patent, copyright, other intellectual property or any other rights of the third party based on any actions of the Licensee or based on any material in a customised template that was requested by the Licensee.

These terms of engagement will be the terms of service under which all dealings between you (“The Client”) and Paragon Collective, will be contracted and conducted. The formation, construction performance and enforcement of these terms of service shall be in accordance with the laws of Australia and the State of Queensland.

 

1.0 FEES AND CHARGES

1.1 Fees

In consideration of the services to be performed by Paragon Collective, the Client shall pay to Paragon Collective, all agreed fees in the amounts and according the the payment schedules proposed.

1.2 Invoices

The Client shall pay all invoices within seven (7) days of the invoice issued date. A delay in payment may result in services rendered by Paragon Collective. A AUD$25.00 late fee will be applied to all late invoices. Paragon Collective reserves the right to suspend all services provided to the Client and withheld delivery and/or transfer of ownership of any intellectual property rights under this agreement until receipt of payment in full.

1.3 Progress Payments

For all packages, arrangements to make weekly or fortnightly progress payments towards the full invoice amount may be negotiated. However, all one-off projects require full payment of the issued invoice before commencement of any work.

1.4 Expenses

Unless specifically otherwise provided for in any proposal, project costs include Paragon Collective professional fees only and exclude all external costs, including but not limited to production, styling, photography, and/or artwork and music licences.

1.5 Agreement Termination

In the event the Client wishes to terminate an Agreement, the Client acknowledges that thirty (30) days notice is required and that Paragon Collective shall be compensated for the services rendered through to the date of termination in the amount of:
a) any advance payment;

b) a prorated portion of the fees due; or
c) the hourly fees for work performed by Paragon Collective or its agents as of the date of termination, whichever is greater, and the Client shall pay all fees and expenses incurred through and up until the date of termination.

2.0 PROJECTS

2.1 Variations

Unless otherwise provided for in any proposal, the Client shall pay for all additional changes on a time and materials basis, for changes requested by the Client which are outside the original scope or the services proposed. Paragon Collective reserves the right to extend or modify any delivery schedule or deadline as may be required by such changes.

2.2 Timing

The Client is requested to review deliverables within a timeframe identified for reviews and is asked to promptly either: a) approve the deliverables in writing; or
b) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Paragon Collective.

The Client acknowledges and agrees that Paragon Collective’s ability to meet any and all deadlines is entirely dependent upon the Client’s prompt performance of their obligations to provide materials and written approvals and/or instructions. The Client also acknowledges that any delays in the Client’s performance or changes in the service or deliverables requested by the Client may delay the delivery of the deliverables.

2.3 Acceptance

The Client, within five (5) business days of receipt of any deliverables, shall notify Paragon Collective, in writing, of any believed failure of such deliverable to comply with proposed specifications, or of any other objection. In the absence of such notice from the Client, the deliverable shall be deemed accepted.

3.0 PRODUCTION

All production, including, photography, videography, TVCs, and print shall be deemed acceptable if the final product is within the acceptable variations in accordance with current or standard industry practices as identified by the provider of the service.

4.0 CLIENT RESPONSIBILITIES

The Client acknowledges that it shall be responsible for performing the following in a reasonable timely manner.
a) Coordination of any decision-making with parties other than Paragon Collective;
b) Provision of client content in a form suitable for reproduction or incorporation into the agreed deliverables; and
c) Final proofreading. In the event that Client has approved deliverables but errors, such as, but not limited to, typographic errors or misspellings, remain in the finished product, the Client shall incur the cost of correcting such errors.

5.0 PROMOTION

5.1 General

The Client agrees that Paragon Collective retains the right to reproduce, publish and display any deliverables in promotional materials, design periodicals and other media or exhibits for the purpose of recognition or professional advancement.

5.2 Authorship

The Client agrees that Paragon Collective retains the right to be credited with authorship of any deliverables, including the use of a “Site Credit” link on websites where copywriting services have been provided.

6.0 INTELLECTUAL PROPERTY PROVISIONS

6.1 Rights to Deliverables other than Final Content

Client content shall remain the sole property of the Client or it’s respective suppliers. The Client hereby grants Paragon Collective a non-exclusive non-transferable licence to use, reproduce, modify, display and publish all client content solely in connection with Paragon Collective’s performance of services and limited promotional uses of the deliverables.

6.2 Assignment of Final Conent

Upon completion of services, and expressly subject to full payment of all fees, costs and out of pocket expenses due, Paragon Collective hereby assigns to the Client, all right and title in and to the final content, excluding website source code for which Paragon Collective hereby assigns a non-exclusive, non-transferable licence.

6.3 Trademarks

The Client acknowledges that it shall have sole responsibility for ensuring that any proposed trademarks or final deliverables intended to be trademarked are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. The Client hereby indemnifies, saves and holds harmless Paragon Collective from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand or action by any third party alleging any infringement arising out of the Client’s use and/or failure to obtain rights to use or use of the trademark.

7.0 RELATIONSHIP OF THE INVOLVED PARTIES

7.1 Independent Contractor

The Client acknowledges that Paragon Collective is an independent contractor, not an employee of the Client or any company affiliated with the Client. Paragon Collective shall provide services under the general direction of the Client, but Paragon Collective shall determine, in its sole discretion, the manner and means by which the services are accomplished. This agreement does not create a partnership or joint venture and neither party is authorised to act as an agent or bind the other party except as expressly stated in this agreement.

7.2 No Exclusivity

The Client acknowledges that this agreement does not create an exclusive relationship between Paragon Collective and the Client. The Client is free to engage others to perform services of the same or similar nature to those provided by Paragon Collective and Paragon Collective shall be entitled to offer and provide it’s services to others, solicit other clients and otherwise advertise it’s services.

7.3 Force Majeure

The Client acknowledges that Paragon Collective shall not be in breach of agreement if it is unable to complete services or any portion thereof by reason of fire, earthquake, flood, labour dispute, act of God or public enemy, death, illness or incapability or any local, state federal, national or international law, government order or regulation or any other event beyond the control of Paragon Collective.