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.
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.
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.
A person or entity who pays the Licensee to provide him, her or it with the Licensee’s 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.
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.
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.
Paragon Collective warrants that the Licensee will be able to download its templates from Paragon Collective’s website.
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.
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.
9.1 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.
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.
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.