Terms of Use

The following Terms of Use (“TOU”) is a legal agreement between you and Ryan Freeman (“Freeman”), and governs your use of the Content (as defined below) licensed by you and any customer support or services provided by Freeman in connection with such Content. Your use of the Content is subject to these TOU and all applicable laws, rules and regulations. Please read these TOU carefully and contact us with any questions.

1. Definitions.
1.1. “Content” means the particular media (e.g. image files, video files, audio files, templates, project files, data files, etc.) that you license through online, along with any related materials, modifications and updates, if any, provided to you by Freeman.

1.2. “End Product” means a work created by you into which the Content is to be incorporated pursuant to the license granted in these TOU. Examples of End Products include websites, games, presentations, music, podcasts, online videos, corporate videos, films, television shows and advertisements. 

1.3. “Website” means itsryanfreeman.com or other websites

2. License for Download and Use of Products.
By purchasing Content (and subject to your compliance with the TOU), Freeman grants to you  (and only you) a nonexclusive, non-sublicensable, , non-transferable license to use, modify (except as expressly prohibited herein), and display the Content solely as incorporated into a single End Product, subject to the limitations set forth herein. You must purchase additional licenses if you intend to use the same Content in additional End Products, provided that you are permitted to make certain variations of the End Product. This license expressly forbids resale or other distribution of the Content or its derivatives, either as it exists, reformatted for use in another sampler, or mixed, combined, filtered, re-synthesised or otherwise edited,. You may not sell any Content, or give away any Content for use by any other person(s). Content may not be used in or in relation to any competitive products that are sold or relicensed to any third parties. Except as expressly permitted herein, to the fullest extent of applicable law you may not copy, modify, distribute, sell or lease the Content.

3. Ownership. 
3.1. Content. As between you and Freeman, Freeman retains all rights, title and interest in and to the Content and any derivatives or modifications thereof, in whole or in part. You do not acquire any right, title or interest in any Content by virtue of the permitted uses allowed under these TOU, and you shall not claim ownership of the Content as incorporated in the End Product through content identification systems (e.g., through applying “ContentID” or similar systems to the Content). Except as expressly authorised in these TOU, you may not rent, lease, sell, sublicense, distribute, transfer, copy, reproduce, display, or time share any Content (or part or element thereof).

3.2. End Product. You retain all rights, title and interest in and to the End Product other than the Content incorporated therein.

4. Restrictions. You may not:
(a) Use, transfer or otherwise distribute the Content in any way that allows a third party to use, download, extract or access the Content as a stand-alone file, either alone or bundled with other content, regardless of any modification you make to the Content;

(b) Take any action in connection with the Content that infringes the intellectual property or other rights of any person or entity;

(c) Incorporate the Content into a trademark, logo or service mark or otherwise claim trademark or service mark rights in the Content, either alone or as incorporated in the End Product;

(d) Use the Content in a pornographic, obscene, defamatory or unlawful manner;

(e) Use the Content in an application allowing an end user to customize a digital or physical product to their specific needs, such as an “on demand,” “made to order” or “build it yourself” application (for example, online video or animation rendering services, slideshow apps and e-card generals) unless you purchase a separate license for each final product incorporating the Content that is created using the application.

5. Pricing.
Prices are as set out on the relevant pages of the Site from time to time. Prices (and availability of specific Content) are subject to change by posting new prices or notification of availability at any time.

6. Payments.
Payments may be by credit or debit card using Visa, MasterCard, American Express or PayPal (or other payment methods offered from time to time). All transactions are charged immediately. All credit/debit cardholders are subject to validation checks and authorisation by the card issuer. If your card issuer refuses to authorise payment, your order will be cancelled and we will not be liable for any delay or non-delivery. Freeman is not responsible for your card issuer or bank charging you as a result of us processing of your credit/debit card payment in accordance with your order, and we shall not be obliged to inform you of any reason for refusal. By using your credit or debit card, you confirm that the card belongs to you and that there are sufficient funds or credit available to cover the charges.  By placing any order hereunder, you warrant and represent that you are legally capable of entering into binding contracts and that you have agreed to be bound by this TOU. Please note that international payments and certain payment methods may give rise to higher payment processing costs.

7.  Refunds.
Due to the nature of downloadable products and online services, no refunds are normally available for Content which have already been downloaded. Any refund request will be considered in our sole discretion and our decision will be final.

8. Your Warranties and Representations.
You warrant and represent that (a) you have the right and authority to enter into the TOU, either individually or on behalf of your employer or client, as applicable, and (b) neither the End Product nor your use of the Content shall violate any law or infringe upon any common law or statutory rights of any third-party, including without limitation contractual rights, copyrights, intellectual property rights and privacy rights.

9. Indemnification.
Your Indemnification Obligations. You shall indemnify, defend and hold Freeman and any subsidiaries, affiliates, officers, agents, employees, partners, or licensors harmless from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your violation of the TOU, the End Product or your use of the Content (except as indemnified by us), including without limitation your violation of any common law or statutory rights of any third-party, including without limitation contractual rights, copyrights, intellectual property rights and privacy rights. 

10. Disclaimer of Warranties.
The Content is provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the Content. We further disclaim any warranty that (a) the Content will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Content will be effective, accurate, or reliable; (c) the quality of the Content will meet your expectations; or (d) any errors or defects in the Content will be corrected. We specifically disclaim all liability for any actions resulting from your use of the Content. You may use and access the Content at your own discretion and risk.

11. Limitation of Liability. 
11.1. We are not liable to you or anyone else for any loss of use, data, goodwill, or profits, whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if we have been advised of the possibility of the loss or damages), including losses and damages (a) resulting from loss of use, data, or profits, whether or not foreseeable; (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (c) arising from any other claim arising out of or in connection with your use of or access to the Content.

11.2. Our total liability in any matter arising out of or related to the TOU is limited to US $100 or the aggregate amount that you paid for use of the Content, whichever is larger. This limitation will apply regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether a party has been advised of the possibility of the claim or loss.

11.3. The foregoing states our entire liability and obligation, and your sole and exclusive remedy, with respect to the Content.

11.4. The limitations and exclusions in this section apply to the maximum extent permitted by law.

12. Reservation.
If we reasonably believe that the Content may be subject to a third-party claim or if the Content is otherwise in violation of the TOU, then we may instruct you to cease all use, reproduction, modification, display, distribution and possession of the Content, and you must promptly comply with such instructions. We may, at any time, (a) discontinue the licensing of the Content; and (b) deny the downloading of the Content. We reserve all rights not expressly granted in these TOU.

13. Termination.
We may terminate the TOU or your right to use the Content upon notice to you in the event of your breach of the TOU, in which case you must cease all use, reproduction, modification, display, distribution and possession of the Content, including the End Product incorporating the Content.

14. Governing Law and Dispute Resolution.
The TOU, and your relationship with us under the TOU, shall be governed by the laws of the Province of Ontario without regard to its conflict or choice of laws provisions. Any dispute with Freeman, or any parent, subsidiarie, affiliate, officers, directors, employees, agents or affiliates, arising under or in relation to the TOU shall be resolved exclusively through non-appealable arbitration with one arbitrator in accordance with the rules of the ADR Institute of Ontario in Toronto, Canada. If traveling to Toronto is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. Each party will bear their own costs of arbitration.

15. Trade Control Laws.
The Content is subject to Canadian and international laws, restrictions and regulations that may govern the import, export and use of the Content. You agree to comply with all such laws, restrictions and regulations.

16. Notices.
You may send notices to us at the following email address: rjdfreeman@gmail.com We may notify you by email, postal mail or other legally accepted means.

17. Severability.
If any provision in the TOU is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of the TOU shall remain in effect.

18. Assignment.
Except as otherwise set forth herein, you may not assign, sublicense, or transfer the TOU or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate the TOU. We may transfer our rights under the TOU to a third party.

19. Entire Agreement.
The TOU sets forth the entire understanding and agreement between the parties relating to its subject matter. Any waiver of or promise not to enforce any right under the TOU shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise

For questions regarding the TOU or to inquire about multi-use licenses or licensing partnerships, you may contact us at rjdfreeman@gmail.com.