Content Licensing Agreement

ROYALTY FREE

This is a license agreement (“Agreement”) between 123 Lead Magnets LLC (“Provider”) and You (“Licensee”, “You” or “Your”). If you are entering into this Agreement on behalf of an entity, then you represent and warrant that you have the authority to bind such entity to the terms and conditions of this Agreement. By using our Site and/or downloading Products (as defined below) from us, You agree to be bound by this Agreement. The terms of this agreement apply to any license You purchase from the Site.

1 – Definitions

“Digital Content” – means the Product(s), which includes Lead Magnets and other digital material available for license through the Site including  image files, video files, audio files, templates, project files, polls, quizzes, widgets, checklists, surveys and data files, among others, that make up the products. You can embed the Products on your website or through emails. Provider includes some product tutorials or promotional videos accessible through the Site which may or may not be comprehensive of all functionality offered.

“Lead Magnet” is a digital Product which enables you to build your email lists to establish relationships and attract customers. 

“License” – means the rights granted by Provider to You to use the Products as described in Section 2 of this Agreement and pursuant to the terms of this Agreement.

“Project” – means an audio/visual project to which Products are added or synchronized.

“Site” – means the Provider website found at https://www.123leadmagnets.com/.

2 – Limited User License

Subject to, and in accordance with, the terms of this Agreement, by licensing a Product, Provider grants You the limited, non-exclusive, non-transferable, right and license, to use the Product in the USA only that is not alterable in accordance with the terms and conditions of the Agreement.

The Products are for Your own personal or organizational usage only. You may use the Products for Your personal Projects and/or professional Projects You undertake for Your Use, subject to the terms of the specific License You purchase.

The Products may only be downloaded onto computers, mobile devices, storage devices or cloud accounts owned by You personally or by the entity for whom You are entering this Agreement on behalf of.

You may not store the Products anywhere that is accessible by third parties who have not purchased a license. Group buys, where multiple parties pool funds to purchase licenses to the Products, are expressly prohibited and void Your License.

You may temporarily furnish specific files from the Product to specific third parties only in furtherance of a Project executed by You for which You have officially contracted them as a service provider (such as for Audio Mixing or Color Grading) and such third parties may not retain any Product files for their own personal or professional use. You agree to disable access immediately upon completion of the Project and they shall have no license to use the Product in any other projects, regardless of their relationship to You.

You may provide the Products to Your Clients only in the context of a completed Project in which the Products are inextricably integrated.

With any of our licenses You may use the Products in Projects that you distribute on online video platforms, but Provider retains full ownership of the Products and all related files and/or Provider has full licensing rights. You may not claim ownership of the Products (or otherwise make the Products available) through any content detection and/or registration system (such as YouTube’s Content ID or Facebook Rights Manager), even if synchronized with Your own Project. Additionally, You may be required to provide proof of Your Product License when uploading videos that utilize the Product to online video platforms.


3 – Payment
You are required to pay a fee for some of our Products. You hereby agree to pay Provider a certain license fee according to our Site rates for some of our Products. Please see our individual Product pages for current pricing. All prices are subject to change.
Provider does not guarantee refunds for lack of usage or dissatisfaction. Once You have purchased a License and downloaded Products from our Site, a sale is generally considered final.
Free Content – Provider may make some Products available for free (the “Free Content”). Provider does not guarantee that any portion of the Products will always be available for free and reserves the right to begin charging for any portion of the Free Content at any time.
Product Bundles – Provider may group certain Products together into bundles. The bundles offered on the Site are subject to change. When You purchase a bundle, You are purchasing a License for the specific Products that are included in that bundle at the time of purchase. Any future edition of a bundle and all products not included in Your bundle at the time of Your purchase are sold separately.
Pre-Packaged Content - You are agreeing to License pre-packaged content that is not alterable and you can use the content for an unlimited number of exchanges of emails by and with your customers. However, if you get 10,000 page views or 2500 leads a month the License shall convert to a Premium Subscriber and you shall be required to pay 123 Lead Magnets the sum of $37.00 a month.
 


4 – Your Obligations

You may not:

• sell, redistribute, transfer, sublicense, give away or otherwise assign the Products or Your rights granted hereunder to any other party.

• resell the Products by itself or as part of a package except solely as embodied within Your Project.

• resell the Products (or otherwise make them available) in any manner that would enable a third party to download the Products as a separate file, such as in e-card templates or website templates.

• resell the Products (or otherwise make them available) as part of any competing product such as an instrument library, stock content, or digital product.

• claim to be the creator or copyright holder of the Products or of any derivative work created from the Products.

• use the Products in any way or for any purpose that would violate, or would have the effect of violating, any applicable local, state and federal laws, rules or regulations or any rights of any third-parties.

• remove or modify any copyright or other notice contained or included on or with the Products.

• attempt to view, read, modify, reverse compile, reverse assemble, disassemble or print the Provider’s source code or object code or other runtime objects or files distributed with the Products.

• otherwise reverse engineer, modify or copy the look and feel, functionality or user interface of any portion of the Provider’s software or website.

You are solely responsible for obtaining any supporting software necessary to utilize the Products (for example, Adobe Premiere or Photoshop) and You shall be solely responsible to determine the abilities and capabilities of such software, including, but not limited to, the compatibility of such supporting software with the Products. Provider shall have no obligation to provide supporting software necessary to operate the Products. No purchase or obtaining of any supporting software shall be construed to guarantee Your ability to operate or utilize the Products.

You represent and warrant that you are the owner of the computer or mobile device onto which you have downloaded and installed the Products, or the owner of the computer or mobile device has authorized you to do so.

The Products may not be used in any Project that (a) encourages or displays any types of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.), or (b) contains pornographic material, sexually explicit material with minors or other x-rated adult content.

You may only use the Products to modify photographs, videos, or other works in which you own the copyright or you otherwise have the permission from the copyright owner to modify the work. You are solely responsible for ensuring that you have the proper permissions to use the Products to modify a particular photograph, video, or other work. By using the Products on a particular work, you are representing and warranting to Provider that you have all necessary permissions to modify that work. Do not use the Products to infringe on another person or entity’s copyright.

5 – Ownership

You hereby acknowledge and agree that Provider is and remains the owner of all right, title and interest in the Products, including without limitation any copyrights therein and/or that Provider has permission from the rightful owner (“rightful owner”) of the Products to License the Products to You. The Products are confidential and proprietary to Provider and/or the rightful owner and are protected by and subject to United States and international copyright laws. You agree to exercise good faith efforts to control the use and disclosure of the Products. Any License purchased or granted for free under this Agreement is non-exclusive and Provider retains the right to sell or offer licenses for free for the Products to third parties at its sole discretion. You shall not use the Products for any purpose other than in furtherance of Your authorized use of such items as described in this Agreement. Any other use of the Products is expressly prohibited.

You agree not to challenge Provider or the rightful owner’s rights in and to the Products, including, but not limited to, copyrights in the Products.

You hereby acknowledge and agree that, in the event You breach or attempt to breach any of the provisions of this Section 5, Provider will not have an adequate remedy in money or damages and shall have the right, in addition to such other remedies that may be available, to injunctive relief enjoining such breach or attempt to breach.

6 – Term and Termination

Subject to the terms of this Section below, any License to use Products under this Agreement will commence on the date You license, license or purchase or download the Products, whichever is earlier, and continue indefinitely until Provider revokes the License or You delete the Products and terminate Your License.

Termination of License

Any License purchased under this Agreement may be terminated by Provider, in its sole discretion, immediately upon notice to You.

Upon termination under this Section 6, You will cease all further use of the relevant Products. Upon request of Provider, You will certify in writing to Provider that You are no longer using any applicable Products previously licensed hereunder.

Suspension of Access. Provider makes all commercially reasonable efforts to make sure that all the Products that comprise its online store are available at all times. However, Provider makes no representations or warranties that all Products will be available at all times. Provider may suspend or terminate (where appropriate), as determined in Provider’s sole discretion, Your use, or any authorized user’s use, of the Products at any time in order to: (a) prevent damages to, or degradation of the integrity of, Provider’s Internet network; (b) comply with any law, regulation, court order, or other governmental request or order which requires immediate action; or (c) otherwise protect Provider from potential legal liability or harm to its business. Provider will use commercially reasonable efforts to notify You of the reason(s) for such suspension or termination action as soon as reasonably practicable. In the event of a suspension, Provider will promptly restore use of the Products to You as soon as the event giving rise to the suspension has been resolved as determined in Provider’s sole discretion. Nothing contained in this Agreement will be construed to limit Provider’s actions or remedies or act as a waiver of Provider’s rights in any way with respect to any of the foregoing activities.

You shall not place nor cause to be placed on any of the Products any Content that contains any content or materials which is obscene, threatening, malicious, which infringe on or violate any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or which otherwise expose Provider to civil or criminal liability. Any such materials placed on any of the Products which do not satisfy the foregoing requirements shall be deemed to be a material breach of this Agreement.


7 – Representations, Warranties, or Disclaimers

Provider represents and warrants that it holds all right, title and interest in and to the Products offered for License on the Site and/or Provider has permission from the rightful owner of the Products to License the Products to You and that the exercise by You of the rights granted hereunder shall not infringe the copyright of any third party copyright holder.

If a third party claims that the Provider infringes its patent, copyright or trade secret, or any similar intellectual property right, You agree to permit Provider to modify the Products in order to attempt to avoid such claims. If Provider determines that this alternative is not reasonably available, You agree to return or stop using the Products on Provider’s written request, and without any further liability or obligation of Provider. Further, Provider shall have no obligation whatsoever for any claim based on the modification of the Products or Your combination, operation, or use with any product, data or apparatus not specified or provided by Provider. THIS PARAGRAPH STATES PROVIDER’S ENTIRE OBLIGATION TO YOU WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

Provider does not represent or warrant and expressly disclaims any warranty that (i) any information provided by the Provider will be accurate, (ii) the Products will be error-free or accessible at all times, (iii) defects will be corrected, (iv) the Products or the server that makes the Products available, are free of viruses or other harmful components, (v) the use or the results of the use of the Products will be correct, accurate, timely, or otherwise reliable, or (vi) that the Products will be supported on all computer or software systems. It is expressly understood by all users that the Products may from time to time be inaccessible, inoperable, or may not provide all features as a result of multiple factors which may or may not be within Provider’s control. Provider disclaims any liability as a result of any user’s inability to access or use the Products at a particular time, location, on a particular device, or using a particular wireless provider.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PRODUCTS ARE LICENSED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS, OR REPRESENTATIONS MADE BY PROVIDER EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PRODUCTS, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. PROVIDER DOES NOT WARRANT THAT THE PRODUCTS WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED, AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRODUCTS, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR PRODUCTS PROVIDED THROUGH THE PROVIDER. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR LICENSING THE PRODUCTS TO YOU. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

8 – Limitation of Liability

You accept sole and complete responsibility for: (i) the selection of the Products to achieve Your intended results; (ii) Your use of the Products; (iii) the use of any work product or materials produced using the Products, and (iv) the results obtained from the Products. PROVIDER WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY (A) INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, (B) LOSS OF PROFITS, (C) LOSS OF DATA OR INFORMATION, OR (D) REPUTATIONAL HARM, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION OR ARBITRATOR AND PROVIDER BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED PROVIDER’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE SUM OF $10.00 (TEN US DOLLARS). You hereby agree that this license is granted to You without any other warranty or recourse.

9 – Governing Law, Venue And Binding Arbitration

Governing Law/Arbitration.  By using Provider’s Website or Products, you agree that the laws of the State of New York without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Provider.

Disputes

ANY DISPUTE RELATING IN ANY WAY TO YOUR USE OF PROVIDER’S WEBSITE OR THE PRODUCTS SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN NEW YORK CITY, NEW YORK EXCEPT FOR INTELLECTUAL PROPERTY CLAIMS BROUGHT BY EITHER PARTY (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) AND CLAIMS THAT MAY BE BROUGHT IN SMALL-CLAIMS COURT. 

CONFIDENTIAL ARBITRATION UNDER THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY UNDER THE CONSUMER ARBITRATION RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA'S CONSUMER RULES"), EXCLUDING ANY RULES AND PROCEDURES GOVERNING OR PERMITTING CLASS OR REPRESENTATIVE ACTIONS. THE RULES ARE AVAILABLE AT THE AMERICAN ARBITRATION ASSOCIATION'S WEBSITE.


YOU AND PROVIDER AGREE TO EXPRESSLY WAIVE ANY RIGHTS TO FILE CLASS OR REPRESENTATIVE ACTIONS OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS IN ANY JURISDICTION OR FORUM.

THE ARBITRATOR SHALL APPLY NEW YORK LAW, AND THE ARBITRATOR'S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE REST OF THIS PROVISION SHALL REMAIN IN EFFECT.

IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE COURT LOCATED IN NEW YORK CITY, NEW YORK.



10 – Export

You agree that the Products will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Products are identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving the Products. All rights to use the Products are granted on condition that such rights are forfeited if you fail to comply with the terms of this agreement.

11 – Miscellaneous

The paragraph headings in this Agreement are for convenience only, and they form no part of the Agreement and shall not affect the interpretation thereof. If any provision of this Agreement shall be held illegal, void, or unenforceable, the remaining portions shall remain under full force and effect. The delay or failure of either party to exercise any right under this Agreement or to take action against the other party in the event of a breach of this Agreement shall not constitute a waiver of such right, or any other right, or of such breach, or any future breaches, under this Agreement. You and Provider agree that no other party is an intended third-party beneficiary of this Agreement.

Survival. Sections 1, 2, 3, 4, 5, 7, 8, 9, 10, 11 and 13 and all analogous terms which are of an ongoing nature and/or which, by their nature and context, should reasonably be expected to survive the expiration or earlier termination of this Agreement will survive termination or expiration of this Agreement.

12 – Assignment

You shall not assign, transfer, or sublicense this Agreement or any License to any Products granted herein, directly or indirectly, by operation of law or otherwise, without the express written consent of Provider. Any assignee shall continue to retain services and assume all rights and obligations under this Agreement.

13. Customer - Indemnification

You will defend, indemnify, and hold Provider (and its officers, directors, employees and agents) harmless from and against all Losses arising out of: (i)  any claim, suit, action, or proceeding by a third party alleging your use of any of the Products has caused any type of harm, losses or damages to a third party; (ii) a breach by You of any of your obligations under this Agreement. You further agree to defend, indemnify, and hold Provider (and its officers, directors, employees and agents) harmless from and against all Losses, costs or expenses arising out of or in connection with any tax liability You may incur as a result of using any of the Products. You agree that it is solely your responsibility to pay your own taxes in your individual jurisdiction and/or state(s) and/or all other expenses that You may incur through sales generated by the use of any of the Products, as applicable by all United States Laws and Regulations.

14 – Complete Terms and Conditions
In addition to the Provider Terms of Use and Privacy Policy, this Agreement constitutes the entire terms and conditions affecting the parties with respect to the Provider and supersedes any and all prior or contemporaneous understandings or agreements, whether written or oral, regarding the Provider.