Fabricator License Agreement
THIS FABRICATOR LICENSE AGREEMENT (“Agreement“) is entered into by and between File Svg LLC (the “Licensor”) and the Digital File purchaser (the “Licensee”) and is effective as of the date the digital file is purchased from File Svg.
Whereas, Licensor has built, developed or otherwise obtained the rights to digital files (the “Digital Files”) for use in producing products and other physical goods which are not digital in nature (the “Physical Goods”); and
Whereas, the Licensee desires to use the Digital Files to produce Physical Goods;
Now, therefore, in consideration of the right to use the Digital Files as expressed in this Agreement, and intending to be legally bound, Licensee hereby agrees as follows:
1. Grant of License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee accepts a non-exclusive license to use the Digital Files for the manufacture, fabrication or production of up to one hundred (100) individual units of Physical Goods or for the creation of new derivative works which are used for the production of Physical Goods. Licensee is specifically not given the right to:
a. Redistribute, provide access to, transfer, share, makes files available on a shared drive, or resell any Digital Files;
b. Produce more than one hundred (100) individual units of Physical Goods unless Licensee gives express written consent;
c. Use Digital Files to create derivative digital works for other than individual use; therefore, no such derivative digital work may be resold or redistributed in its digital format;
d. Use Digital Files in any way that competes with Licensee’s business; and
Any use of the Digital Files in violation of this Agreement shall immediately terminate this Agreement and the license granted herein. In the event a Digital File is covered by an open source software license such as a General Public License, any portion of the Digital File not covered by such open source License shall be covered by this Agreement.
2. No Implied Licenses. Except as expressly provided in Section 1, nothing contained in this Agreement is intended to confer by implication, estoppel, or otherwise, upon Licensee or any other party, a license or rights in any intellectual property rights of Licensor. Further, Licensee acknowledges that the license granted in Section 1 only applies to Licensee, and may not be used, for any purpose, by any other person or entity without the express, written consent of Licensor.
3. Representations and Warranties of the Licensor. By offering the Digital Files for use on its website, Licensor hereby represents to Licensee that (i) Licensor has ownership of the Digital Files, free and clear of any claims or rights of any other person, with full right to use, sell, license, sublicense, dispose of, and bring actions for infringement of, and (ii) the use of the Digital Files does not infringe on the intellectual property rights of any third party.
4. Ownership of Intellectual Property
a. Ownership of the Digital Files. Licensee acknowledges and agrees that Licensor owns all right, title, and interest in and to the Digital Files and Licensee shall have no rights beyond the license granted under this Agreement.
b. Ownership of the Intellectual Property Developed by Licensor or Licensee. Licensee acknowledges and agrees that Licensor shall own all right, title, and interest in and to any Intellectual Property developed by the Licensee, Licensee’s affiliates, or third parties working under Licensee’s supervision or control. Intellectual property includes all designs and other non-Physical Goods stemming from the Digital Files, including derivative works based on existing Digital Files.
5. No Waiver. The failure of either Licensor to enforce any provision of this Agreement shall not be deemed a waiver of that provision.
6. Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.
7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah.
8. Amendments and Waiver. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Licensor and Licensee. No waiver by any party of any provision of this Agreement or any default, whether intentional or not, shall be valid unless in writing and signed by the party making such waiver.
In witness whereof, Licensee acknowledges this Fabricator License Agreement, and by completing this purchase of the right to use the Digital Files, the Licensee agrees to the terms of this Agreement and thereby causes this Agreement to be executed.