THIS AGREEMENT ("Agreement") is entered into as of this 1st day of December, 2024 by and between AlignUI, LLC, a business incorporated under the laws of the State of Delaware, with an address in Middletown, Delaware, 19709, New Castle County ("Company"), and the obtaining party of the design materials ("User").
WHEREAS, the User desires to use the Pro Blocks and Templates offered by the Company, either through purchase mechanism or on a complimentary basis, under the terms stated in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
I. DEFINITIONS
- "Pro Blocks" refer to the React source code snippets provided upon purchasing AlignUI Pro.
- "Templates" refer to the Premium Templates provided upon purchasing AlignUI Pro.
- "End Product" means any product that includes Pro Blocks or Templates, or their derivatives.
- "User" refers to the individual or entity obtaining the Pro Blocks or Templates from the Company.
- "Client" refers to an individual or entity receiving custom services from the User. SaaS customers are not considered clients.
- "Contractor" means an individual or entity contracted to perform services for the User.
II. LICENSE GRANT
The Company hereby grants to the User a perpetual, worldwide, non-exclusive, non-transferable license to use the Pro Blocks and Templates, subject strictly to the terms and conditions of this Agreement.
III. SCOPE OF USE
The User shall have the liberty to implement the Pro Blocks and Templates in an unlimited number of End Products, for both personal and commercial purposes, subject to the following:
3.1 Permitted Uses
- Personal and Commercial Projects: Develop personal or company websites, applications, or SaaS platforms.
- Client Work: Use Pro Blocks or Templates to create deliverables for clients, with ownership transferred to the client.
- Derivative Works: Modify Pro Blocks or Templates to create derivative products.
3.2 Restricted Uses
- Redistribution: Do not distribute, sublicense, or make Pro Blocks, Templates, or derivatives available as standalone products.
- End User Tools: Prohibited from building tools or platforms that allow end-users to create or customize their own End Products using Pro Blocks or Templates.
- Public Repositories: Publishing Pro Blocks, Templates, or derivatives in any public repository or platform is strictly prohibited.
IV. PAYMENT TERMS
The User agrees to pay the Company the purchase price as displayed on the official website. Prices are exclusive of taxes, and the User is responsible for any applicable taxes, levies, or duties.
V. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in Pro Blocks and Templates remain exclusively vested with the Company. Unauthorized use of these materials may result in enforcement actions under applicable laws.
VI. UNAUTHORIZED ACTIVITIES
The following activities are expressly prohibited:
- Resale: Selling, redistributing, or sublicensing Pro Blocks or Templates in original or modified form.
- Public Access: Making Pro Blocks or Templates publicly available online or through other means.
- Design Kits: Creating design kits (e.g., Figma kits) based on Pro Blocks or Templates for distribution.
- Theme Creation: Using Pro Blocks or Templates to create themes, starter kits, or templates for distribution.
- Competing Products: Developing competing UI kits, frameworks, or templates with Pro Blocks or Templates.
VII. WARRANTY & SUPPORT
The Company warrants that Pro Blocks and Templates conform to descriptions provided in official documentation. The Company does not guarantee uninterrupted or error-free use of the materials.
VIII. LIMITATION OF LIABILITY
To the fullest extent permitted by law, the Company’s liability for damages arising from the use of Pro Blocks and Templates is limited to the refund of the purchase price.
IX. REFUND POLICY
The Company does not offer refunds for digital goods once accessed. Users are encouraged to review free samples or previews prior to purchase.
X. TERMINATION OF LICENSE
Violation of this Agreement may result in immediate termination of the User's license, without refund. Malicious breaches, including redistribution of Pro Blocks or Templates, may lead to further legal action.
XI. GOVERNING LAW
This Agreement is governed by the laws of the State of Delaware, without reference to conflict of law principles.
XII. DISPUTE RESOLUTION
In the event of a dispute arising from this Agreement, the parties consent to resolve such disputes through arbitration in the State of Delaware. If arbitration fails, legal action may be pursued in Delaware courts.
XIII. AMENDMENTS
The Company reserves the right to modify this Agreement at any time, with changes communicated to the User.
XIV. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof. No amendments or modifications shall be valid unless in writing and signed by both parties.