Terms of service

These Terms and Conditions constitute a legally binding agreement by and between Steven McFarlane Design Ltd. (“Steven McFarlane Design”) and its affiliates, as applicable, and you (“Licensee” or “You”), concerning the Steven McFarlane Design Products (as such term is defined below.

     1. Definitions

For purposes of these Terms and Conditions:

“Intellectual Property Rights” shall mean all rights of authorship, all copyrights (including rights in applications or registrations), all rights of attribution and integrity and other moral rights, all rights of inventorship, all rights in patents and patent applications, all trademark rights (including rights in applications or registrations), all rights in trade secret and proprietary information, and all other intellectual property rights of any type, whether registered or registerable or not in any country.

“Steven McFarlane Design Products” refers to all the digital content available for sale on the Steven McFarlane Design website.

"License Fee” means the License Fee or pricing structure Licensee selected or will select when choosing the Steven McFarlane Design Product(s).

“Third Party Software” means any software proprietary to a Third-Party Software Provider.

“Use” means to access, install, download, copy, distribute, modify, make use of, or otherwise benefit from using the functionality of any of the Steven McFarlane Design Products.

     2. Grant of License

Subject to the terms and conditions herein stated and subject to payment by Licensee of the License Fee, Steven McFarlane Design hereby grants the Licensee a non-exclusive, non-transferable royalty-free license to Use the Steven McFarlane Design Products. Assets from Steven McFarlane Design are licensed to the user who pays the fees. Anything that Licensee produces using any of the Steven McFarlane Design Products must be for the use of Licensee and its end-users only. Licensees that desire a multi-seat site license for use by multiple users must contact Steven McFarlane Design for rates and terms and conditions for such use. If an agent or an employee of an employer executes these Terms and Conditions, the term “Licensee” shall include both the agent/employee and the employer jointly and severally. These Terms and Conditions are enforceable against You and any legal entity that obtains Steven McFarlane Design Products or any of the Steven McFarlane Design Products or on whose behalf they are used.

     3. Scope of License Restrictions

Licensee hereby agrees that it will not under any circumstances:

  1. Use, sell, license, reproduce, distribute, or display the Steven McFarlane Design Products as templates, stand-alone backgrounds, stock elements, or effects imagery elements made available as downloadable files or included in any other clip media/stock product, library, collection, or set of clips for distribution or resale, or in a manner that permits Licensee’s end users to extract the Steven McFarlane Design Products as stand-alone files.

  2. Rent, lease, lend, sell, or sublicense any of the Steven McFarlane Design Products to another person, company, or other entity;

  3. Include the Steven McFarlane Design Products in an electronic template intended to be used by third parties on electronic or printed products, where the purpose is to create multiple impressions, including: website designs, presentation templates, electronic greeting cards, business cards, or any other electronic or printed matter without obtaining a license for such purpose from Steven McFarlane Design;

  4. Sublicense, sell, assign, convey, or transfer any of its rights under these Terms and Conditions except as specifically provided herein;

  5. Incorporate the Steven McFarlane Design Products into a logo, trademark, or service mark;

  6. Distribute, post, or upload the Steven McFarlane Design online in a downloadable format or enable it/them to be distributed via mobile telephone or other electronic devices;

  7. Post, upload, or transfer any Steven McFarlane Design in any form on websites offering customization services (for example, Fiverr.com, YouTube.com, and Vimeo.com)

     4. Manner of Use Restrictions

Licensee hereby agrees that it will not:

  1. Use any of the Steven McFarlane Design Products in a way that would defame, malign, slander, libel, or vilify any person or group of persons or any countries, races, customs, cultures, religions, or governments;

  2. Use any Steven McFarlane Design Product in connection with any pornographic materials or in any other manner that would be deleterious or damaging to the reputation of Steven McFarlane Design;

  3. Engage in screen scraping of the Steven McFarlane Design Products or any similar automated process for the capture or conversion of electronic files; or

  4. Use any of the Steven McFarlane Design Products with a model and in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or if the depiction of the model is used in connection with a subject that would be unflattering, embarrassing, or unduly controversial to a reasonable person, unless Licensee accompanies each such use with a conspicuous statement that indicates that the person is a model and the Steven McFarlane Design Products are being used for illustrative purposes only

     5. Reservation of Rights

Except as expressly granted herein, all right, title and interest to the Steven McFarlane Design Products and any Intellectual Property Rights related thereto are retained by Steven McFarlane Design, and all right, title and interest to any Third-Party Software and any Intellectual Property Rights related thereto are retained by such Third-Party Software Provider. The copyrights in all Steven McFarlane Design Products are owned by Steven McFarlane Design or its licensors, and the copyrights in all Third-Party Software are owned by such Third-Party Software Provider or its licensors, and in all cases are protected by applicable copyright laws, international treaty provisions and other applicable laws. Steven McFarlane Design’s trademarks and service marks, including “Steven McFarlane Design,” may not be used or associated with any of Licensee’s derivative products created from Steven McFarlane Design Products without Steven McFarlane Design’s written consent, which Steven McFarlane Design may grant or deny in its sole discretion.

     6. Allegations of Copyright Infringement

If You believe that any Steven McFarlane Design Product infringes your copyright, You must communicate the following information to Steven McFarlane Design in the manner specified below:

  1. Identify the copyrighted work You believe has been infringed and the material that You allege is infringing the copyrighted work, being as specific as possible.

  2. Explain what the affected user would need to do in order to remedy the infringement, being as specific as possible – whether the needed action is adding a statement of attribution, deleting specific elements of the file, or deleting the entire file.

  3. Provide your contact information, including your email address, name, telephone number, and physical address.

  4. Provide contact information for the alleged infringer, if known.

  5. Include the following statement: “I have a good faith belief that use of the copyrighted materials described above on the infringing web pages is not authorized by the copyright owner, or its agent, or the law. I have taken fair use into consideration. I swear under penalty of perjury that the information in this notification is accurate and that I am the copyright owner, or am authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.”

  6. Include your physical or electronic signature.

Submit your complaint, preferably by email to info@stevenmcfarlane.design.

     7. Licensee Representations and Warranties

Licensee hereby represents that its use of the Steven McFarlane Design Products will comply at all times with all applicable laws, rules, and regulations of any country, state, province, or other jurisdiction.

Licensee hereby represents that it is not a citizen or otherwise located within an embargoed nation (including Iran, Syria, Lebanon, Iraq, Crimea, Cuba, and North Korea) and that it is not otherwise prohibited under the Export Laws from using any of the Steven McFarlane Design Products.

     8. Third Party Software

Steven McFarlane Design hereby disclaims any warranty and/or liability with regard to the performance of any of the Third-Party Software. In the event of any suit, claim, damages or liability relating to Licensee’s usage of the Third-Party Software, Licensee’s sole remedy, if any, shall be with the Third-Party Software Provider.

     9. Termination

Steven McFarlane Design reserves the right to block or terminate a Licensee’s access to the Steven McFarlane Design Products and website without notice at any time if it determines in its sole discretion that a Licensee is violating any of the terms and conditions of these Terms and Conditions.

     10. Exclusion of Damages; Limitation of Liability

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW: A) IN NO EVENT SHALL STEVEN MCFARLANE DESIGN OR ANY THIRD PARTY SOFTWARE PROVIDER BE LIABLE TO LICENSEE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE ANY OF THE STEVEN MCFARLANE DESIGN PRODUCTS; AND B) THE AGGREGATE LIABILITY OF STEVEN MCFARLANE DESIGN AND THE THIRD PARTY SOFTWARE PROVIDER IN CONNECTION WITH THESE TERMS AND CONDITIONSAND LICENSEE’S USE OF THE STEVEN MCFARLANE DESIGN PRODUCTS SHALL BE STRICTLY LIMITED TO THE LICENSE FEE PAID BY LICENSEE THEREFOR.

     11. Indemnification

Licensee hereby agrees to defend, indemnify, and hold harmless Steven McFarlane Design and any Third Party Software Provider, their directors, officers, employees, and agents, and their assigns and successors-in-interest, from and against any and all liability, damages, losses, claims, demands, actions, causes of action, or costs (including attorneys’ fees and expenses) arising out of or resulting from: a) Licensee’s use of any of the Steven McFarlane Design Products; b) breach of these Terms and Conditions by Licensee or its directors, officers, employees, contractors or agents or their permitted assigns or successors-in-interest (collectively the “Licensee Parties”; or c) any negligent or intentional act or omission by any of the Licensee Parties.

     12. No Warranty; Transfer Limitations; Audit Rights

The Steven McFarlane Design Products are being delivered to Licensee “AS IS.” Steven McFarlane Design makes no warranty as to use or performance of the Steven McFarlane Design Products, including quality of image or compatibility with any computer hardware or other equipment, operating system, or software program, and hereby disclaims all warranties, express or implied, whether by state, common law, custom, usage, or otherwise, including warranties regarding noninfringement of third-party rights, merchantability, and fitness for any particular purpose.

Licensee acknowledges and agrees that: i) its usage and ability to access the Steven McFarlane Design Products may at times be limited or restricted due to channel carrying capacity or data transfer speeds (sometimes referred to as bandwidth limitations) related to the technical capacities of Steven McFarlane Design and/or third parties; and ii) Steven McFarlane Design and such third parties are not liable in any manner for such limitations or restrictions.

Steven McFarlane Design reserves the right to audit Licensee’s usage of the Steven McFarlane Design Products from time to time in order to verify Licensee’s full compliance with these Terms and Conditions. Licensee agrees that upon notice from Steven McFarlane Design it shall provide such information and records as is reasonably requested by Steven McFarlane Design in connection with such audit or audits.

     13. Governing Law; Jurisdiction

These Terms and Conditions shall be interpreted, enforced, and governed by the Scots Law, without regard to the choice of law rules of any country, state, province, or other jurisdiction. All disputes relating to or regarding these Terms and Conditions or termination thereof shall be submitted to the exclusive jurisdiction of the courts of United Kingdom and Licensee irrevocably consents to such personal jurisdiction and waives all objections thereto.

     14. Attorney’s Fees

In the event that Steven McFarlane Design institutes any suit against Licensee for any violation of or to enforce these Terms and Conditions, including collection of any fees due hereunder, or should Steven McFarlane Design intervene in any suit to enforce or protect its interest or rights hereunder, Steven McFarlane Design shall be entitled to all of its costs and expenses in connection therewith, including reasonable fees of its attorneys, if and to the extent permitted by law.     

     15. Binding Nature; Assignment

These Terms and Conditions constitute a binding agreement between Steven McFarlane Design and Licensee, and shall bind the parties and their permitted heirs, executors, administrators, successors, and assignees. These Terms and Conditions are personal to Licensee and may not be assigned or transferred by Licensee, whether by consent of Licensee or by operation of law. Steven McFarlane Design may assign these Terms and Conditions in its sole discretion, including but not limited to in connection with the sale or other transfer of all or substantially all of its assets or equity interests, whether by sale, merger, or otherwise.

     16. Miscellaneous

  1. Amendments. Steven McFarlane Design reserves the right to amend these Terms and Conditions from time to time and at any time at its sole discretion; such amendments shall be effective upon the earlier of: i) Steven McFarlane Design providing notice to Licensee; and ii) the publication by Steven McFarlane Design of the amended Terms and Conditions on the Steven McFarlane Design web site.

  2. Severability. If any term or provision of these Terms and Conditions, or any portion thereof, or the application thereof to any person(s) or circumstances, shall, to any extent, be held by a court of competent jurisdiction to be invalid or unenforceable, then the remainder of these Terms and Conditions, or the application of such term or provision to persons or circumstances other than those as to which it is so judicially held to be invalid or unenforceable, shall not be affected thereby, and each term and provision of these Terms and Conditions shall be valid and be enforceable to the fullest extent permitted by law.

  3. No Waiver. The failure of Steven McFarlane Design to seek redress for violation of or to insist upon the strict performance of any covenant or condition of these Terms and Conditions shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

  4. Notices. Written notices hereunder given by Steven McFarlane Design to Licensee will be delivered via email to the email address associated with the Licensor’s account in Steven McFarlane Design’s records, and such notices shall be deemed delivered immediately.

  5. Entire Agreement. These Terms and Conditions constitute the entire agreement between Licensee and Steven McFarlane Design regarding the subject matter hereof, and supersede all previous or contemporaneous agreements, understandings, discussions, or representations regarding the subject matter hereof, whether oral or in writing.

  6. Construction. The headings contained in these Terms and Conditions are for reference purposes only and shall not in any way affect the meaning or interpretation hereof. Whenever the words “include,” “includes,” or “including” are used in these Terms and Conditions, they shall be deemed to be followed by the words, “without limitation.” All references to sections shall refer to sections of these Terms and Conditions unless otherwise indicated.