Please carefully read this One Off Publishing Commercial License Agreement (“Agreement”) before making a purchase on our website and using our One Off Publishing Commercial License services. By purchasing a license on this website specifically for the One Off Publishing Commercial License provided by Smarty Symbols LLC, you agree to be bound by the following terms:

1. Terms and Conditions

1.1 Applicability of Terms and Conditions

These terms and conditions shall apply to the individual or entity (“Licensee”) purchasing the One Off Publishing Commercial License from Smarty Symbols LLC (“Company”). These terms are effective immediately upon the Licensee’s purchase of the One Off Publishing Commercial License.

1.2 Binding Agreement

By making a purchase on this website for the One Off Publishing Commercial License, you agree to be immediately bound by these terms and conditions, which shall be the sole controlling document that will govern the relationship between you and Smarty Symbols LLC in regard to the One Off Publishing Commercial License.

1.3 Usage of Resources under One Off Publishing Commercial License

These terms and conditions shall also govern your downloading and usage of any resources, including but not limited to images, icons, symbols, graphics, and illustrations, specifically under the One Off Publishing Commercial License provided by Smarty Symbols LLC. This license permits you to use our digital assets, which include over 70,000 images, in a single product as specified during the checkout process or via written communication with a representative. The product is intended for distribution as specified and agreed upon in the following formats:

• Educational Books
• Flashcards
• Study Guides
• Posters( smaller than 20 x 20 inches and less than 1mm in material thickness)
• Classroom Charts
• Educational Board Games
• Puzzles
• Activity Sheets or Workbooks
• Educational Kits (e.g., science kits, language learning kits)
• Training Manuals
• Printed Tests or Assessments
• Printed Calendars with Educational Content
• Teacher Resource Packs
• Thematic Unit Plans (Printed)
• Educational Planners or Organizers

2. Definitions

For the purpose of this One Off Publishing Commercial License Agreement, the following terms shall have the meanings ascribed to them below:

2.1 Smarty Symbols LLC

Refers to the company Smarty Symbols LLC, the provider of the One Off Publishing Commercial License and associated digital assets governed by this Agreement.

2.2 One Off Publishing Commercial License

The specific license that governs the use, redistribution, and modification of digital assets provided by Smarty Symbols LLC under this Agreement for the creation and distribution of a single product in the specified formats.

2.3 Purchaser

Any individual or entity who purchases the One Off Publishing Commercial License offered by Smarty Symbols LLC and agrees to the terms of this Agreement.

2.4 Digital Assets

All visual elements, icons, symbols, graphics, and illustrations made available specifically under the One Off Publishing Commercial License, including but not limited to those provided by Smarty Symbols LLC.

2.5 Permitted Formats

The formats in which the digital assets may be used for the creation and distribution of a single product under the One Off Publishing Commercial License, as specified in Section 1.3.

2.6 Single Product

A product created and distributed by the Purchaser using the digital assets licensed under the One Off Publishing Commercial License, in accordance with the terms of this Agreement.

2.7 License Term

The duration for which the Purchaser is entitled to use the digital assets specifically under the One Off Publishing Commercial License for the creation and distribution of a single product.

2.8 Termination

The cessation of the Purchaser’s right to use the digital assets under the One Off Publishing Commercial License due to expiration, termination, or breach of this Agreement.

2.9 Indemnification

The obligation of the Purchaser to defend, indemnify, and hold Smarty Symbols LLC harmless from any liability, damages, costs, or claims arising from the Purchaser’s use of the digital assets under the One Off Publishing Commercial License.

2.10 Attribution

A statement acknowledging the use of Smarty Symbols LLC’s digital assets, to be included in the single product created using the digital assets, as specified in this Agreement.

2.11 Third-Party Platforms

Any website, application, or digital platform not owned or operated by Smarty Symbols LLC, where the single product might be used or displayed.

2.12 Severability

The principle that if any part of this Agreement is deemed unenforceable, the remaining provisions shall continue in full force and effect.

3. License Scope and Grant of Rights

3.1 License Scope
The One Off Publishing Commercial License granted by Smarty Symbols LLC (“Company”) encompasses the following:

3.1.1 Authorized Use
The Licensee is granted a non-exclusive, non-transferable, and non-sublicensable license to use the digital assets, including but not limited to images, icons, symbols, graphics, and illustrations (“Digital Assets”), solely for the creation of a single educational product as specified during the checkout process or via written communication with a Company representative. This license is limited to the format(s) specified in the product description and/or written communication.

3.1.2 Format Limitations
The Licensee is bound by the format(s) as specified for the educational product during the purchase process. These formats may include, but are not limited to:

• Educational Books
• Flashcards
• Study Guides
• Classroom Charts
• Educational Board Games
• Puzzles
• Activity Sheets or Workbooks
• Educational Kits (e.g., science kits, language learning kits)
• Training Manuals
• Printed Tests or Assessments
• Printed Calendars with Educational Content
• Teacher Resource Packs
• Thematic Unit Plans (Printed)
• Educational Planners or Organizers
• Stickers with Educational Content

Any usage outside the specified format(s) or for additional educational products requires a separate license.

3.1.3 Commercial Use
The Licensee is permitted to utilize the Digital Assets for both personal and/or financial gain, provided that such usage adheres to the terms and conditions outlined in this Agreement.

3.2 Grant of Rights
The Company hereby grants the Licensee the following rights, subject to the terms and conditions of this Agreement:

3.2.1 Modification
The Licensee is permitted to modify the Digital Assets to fit the specific requirements of the educational product, including altering colors, adding text, or making other creative adjustments, as long as the resulting product complies with the specified format(s) and other terms of this Agreement.

3.2.2 Single-Product Usage
The Licensee may use the Digital Assets exclusively in the creation of a single educational product as specified during the purchase process or via written communication with a Company representative. Usage in any additional products or formats requires a separate license.

3.2.3 Attribution
The Licensee is required to include the appropriate attribution statement as specified in Section 6 of this Agreement when using the Digital Assets in the educational product.

3.2.4 Third-Party Platforms
The Licensee may use the Digital Assets on third-party platforms, provided that such usage adheres to the terms and conditions outlined in this Agreement.

3.3 Restrictions on Use

3.3.1 No Stand-alone Use
The Licensee is prohibited from selling or distributing the Digital Assets as stand-alone items. All Digital Assets must be used exclusively to enhance the specified educational product format(s) as outlined in Section 3.1.2.

3.3.2 No Unauthorized Uploads
The Licensee shall not upload or make the Digital Assets available in formats other than those specified during the purchase process to any platform or service that may make the Digital Assets available for free or for purchase by others. The Licensee is strictly prohibited from sublicensing the educational product or its content to any third-party entity without explicit authorization from a Company representative.

3.3.3 No Interactive Games Usage
The Licensee shall not incorporate the Digital Assets into interactive games, as defined in Section 6.5, without obtaining a separate written license agreement from the Company.

3.3.4 Signage and Public Display
The Licensee shall not use the Digital Assets to create PDF files for the purpose of providing customers with the ability to generate any Signage and Public Display exceeding 20 x 20 inches for resale, free mass distribution, or public display, unless explicitly authorized via a separate license by the Company.

4. Copyright and License Termination

4.1 Protection of Digital Assets

You acknowledge that the digital assets available under the One Off Publishing Commercial License Agreement are protected by copyrights. All rights to these digital assets are governed by international copyright laws and are the exclusive property of Smarty Symbols LLC. While you are granted a specific license to use these copyrighted digital assets under the terms of this Agreement, the ownership and protection of these assets remain with Smarty Symbols LLC.

4.2 Ownership of Combined Works

Any works that combine Smarty Symbols with other intellectual property (the “Combined Works”) shall remain the exclusive property of their respective owners. Smarty Symbols LLC retains all intellectual property rights in the Smarty Symbols used in any Combined Works. This means that while you have the right to use Smarty Symbols’ digital assets within your Combined Works as permitted by this Agreement, the ownership and intellectual property rights of the original Smarty Symbols’ content remain with Smarty Symbols LLC.

4.3 License Termination

You acknowledge and agree that Smarty Symbols LLC has the right to immediately revoke the One Off Publishing Commercial License and remove any access to the digital assets without prior notice in cases of breach, non-compliance, or any other violation of the terms and conditions set forth in this Agreement. This means that in the event of a breach of this Agreement or non-compliance with its terms, Smarty Symbols LLC reserves the right to terminate your One Off Publishing Commercial License and deny access to the digital assets without prior warning.

4.4 Consequences of Non-compliance

Failure to comply with the terms specified in this One Off Publishing Commercial License Agreement or violations of the stipulated license may result in severe consequences, including but not limited to:

4.4.1 License Revocation

Smarty Symbols LLC reserves the right to immediately revoke your One Off Publishing Commercial License in the event of non-compliance, without providing prior notice. Consequently, you will lose all rights to use any digital assets obtained under this license.

4.4.2 Termination of License

Non-compliance may result in the immediate termination of your license to use the digital assets, depriving you of any further rights granted by this Agreement.

4.5 Obligation to Remove Digital Assets

Upon violation of any terms, you are obligated to promptly remove any digital assets downloaded, used, or incorporated into your materials under the One Off Publishing Commercial License.

4.6 Legal Ramifications

Failure to adhere to this Agreement or the terms of the One Off Publishing Commercial License may expose you to legal action. This could include claims for damages, injunctive relief, or any other legal remedies applicable under law.

4.7 Enforcement of Intellectual Property Rights

Adherence to the terms and conditions laid out in this One Off Publishing Commercial License Agreement is crucial for continued access to the digital assets and to mitigate the risk of legal consequences. Smarty Symbols LLC takes its intellectual property rights seriously and will rigorously enforce them to protect its copyrighted digital assets.

For any questions or concerns regarding the terms of this One Off Publishing Commercial License Agreement, please contact us promptly at [email protected].

5. License Fees and Payment Terms

5.1 License Fees

In consideration for the One Off Publishing Commercial License granted under this Agreement, you shall pay the Company the applicable license fee as specified during the checkout process or through written communication with a Company representative. The license fee grants you the rights outlined in this Agreement for a one-time use of the Digital Assets in your specified product.

5.2 Payment Terms

5.2.1 Payment Methods

Payment for the license fee shall be made using the payment methods made available by the Company. These methods may include credit card payments, electronic funds transfer, or other forms of payment as deemed acceptable by the Company.

5.2.2 Payment Authorization

By providing your payment information, you authorize the Company to charge the agreed-upon license fee to your selected payment method. You also represent and warrant that you have the legal right to use any payment method provided.

5.2.3 Payment Confirmation

Upon successful payment, you will receive a payment confirmation, which serves as a receipt for your license fee payment. It is your responsibility to retain this confirmation for your records.

5.3 Taxes

All license fees specified in this Agreement are exclusive of any applicable taxes. You are responsible for any and all taxes, including but not limited to sales tax, value-added tax (VAT), or other similar taxes, imposed by your local or national taxing authorities in connection with your use of the Digital Assets under this One Off Publishing Commercial License.

5.4 Currency

All license fees and payments shall be made in the currency specified by the Company during the checkout process or in written communication.

5.5 Refunds

License fees are non-refundable, except as expressly provided by applicable law or as agreed upon in writing by the Company.

6. Unauthorized Usage

The following usage are strictly prohibited:

• Uploading to Unauthorized Platforms: Distributing any products containing Smarty Symbols on websites or platforms other than the one specified during the sign up process, unless additional written authorization is obtained from a Smarty Symbols representative.
• Third-Party Re-licensing: Re-licensing, sharing, or distributing materials created using Smarty Symbols on platforms other than the designated website, without explicit written permission from a Smarty Symbols representative.
• Software Development: Employing Smarty Symbols in the development of any software applications without entering into a distinct licensing agreement specifically covering such use.

6.1 Prohibited Usage in Digital Interactive Games

6.5.1 Definition of Digital Interactive Games

For the context of this Agreement, “Interactive Games” are defined as any software, application, or digital platform constructed for the purpose of user interaction. This includes, but is not limited to, games, quizzes, and interactive educational tools that offer functionalities such as drag-and-drop, object selection, or any other form of user interaction with digital elements.

6.5.2 General Restrictions

One Off Publishing Commercial Licensees are strictly prohibited from incorporating Smarty Symbols LLC images within Interactive Games, be it proprietary or third-party, unless they obtain a separate, explicit license agreement from Smarty Symbols LLC.

6.5.3 Functionality Limitations

The prohibition extends to the use of Smarty Symbols LLC images as interactive elements within these games. This includes, but is not limited to, functionalities like drag-and-drop features, clickable elements, or any form of user interactivity involving the images.

6.5.4 Separate Licensing Requirement

Licensees wishing to use Smarty Symbols LLC images within Interactive Games must acquire a separate written license agreement from Smarty Symbols LLC. Failure to comply with this stipulation will be viewed as a significant breach of this Agreement and may result in actions including immediate termination of the One Off Publishing Commercial License, legal action, and any other remedies available under this Agreement.

6.6 Signage and Public Display Restrictions

6.6.1 Definition of Signage and Public Display

For the context of this Agreement, “Signage and Public Display” refers to both physical and digital mediums, such as Large Communication Boards (exceeding 20 x 20 inches), posters, and digital screens. These mediums are intended for public interaction or viewing and may incorporate one or more images from Smarty Symbols LLC.

6.6.2 Use Restrictions

One Off Publishing Commercial Licensees are prohibited to use Smarty Symbols LLC images in Signage and Public Display under the conditions specified in this Agreement or as explicitly authorized in writing by a Smarty Symbols LLC representative.

6.3 Unauthorized Use Consequences

Failure to comply with these conditions will be deemed as a serious breach of this Agreement and could result in actions including immediate termination of the license, legal action, and any other remedies available under this Agreement.

6.7 General Restrictions on Signage and Public Display

6.7.1 General Restrictions

One Off Publishing Commercial Licenses are strictly prohibited from using images from Smarty Symbols LLC to create pdf. Files that will be sold for the purpose of providing customers with the ability to use pdf. to create any Signage and Public Display for the purpose of resale, free mass distribution, or public display, except when explicitly authorized via a separate license by Smarty Symbols LLC.

6.7.2 Requirements for Separate Licensing

One Off Publishing Commercial Licensees desiring to use images from Smarty Symbols LLC in any form of Signage and Public Display must secure a separate, written license agreement from Smarty Symbols LLC. Unauthorized deployment in Signage and Public Display will constitute a breach of this Agreement, resulting in immediate termination of the License, potential legal action, and any other available remedies under this Agreement.

7.Consequences for Violation

Violations of these prohibitions will be treated as a severe breach of this agreement and may lead to actions including, but not limited to, copyright infringement charges, immediate termination of your Entrepreneurial Excellence License, and legal proceedings.

8. Expiration of Digital Asset Usage

8.1 License Term The License Term for the One Off Publishing Commercial License is limited to the duration specified during the purchase process or as communicated in writing with a Company representative.

8.2 Access to Digital Assets The Licensee is granted one year of access to smartysymbols.com, starting from the date of purchase, to download the digital assets. Access to the digital assets will be terminated after the one-year period.

8.3 Product Limitation The use of the digital assets is limited exclusively to the creation and distribution of a single educational product as specified during the purchase process or via written communication with a Company representative. If the specified product is not published within one year from the date of purchase, a new licensing fee, at a reduced rate, will be required to continue using the digital assets for the same product. The reduced licensing fee will be determined by the Company and communicated to the Licensee upon request for renewal.

8.4 Renewal To continue using the digital assets beyond the expiration date or in the event of non-publication within one year, the Licensee must purchase a new license and adhere to the terms of this Agreement.

9. Obligation to Delete Digital Assets

9.1 Upon the expiration or termination of your One Off Publishing Commercial License, you are obligated to promptly delete all digital assets acquired under this license from any and all storage mediums and systems.

9.2 This obligation is to ensure that no new products can be created or modified using Smarty Symbols’ digital assets post-license expiration.

9.3 Failure to comply with this obligation will be considered a breach of this Agreement and may incur legal consequences.

10. Indemnity

10.1 You agree to comprehensively defend, indemnify, and hold harmless Smarty Symbols LLC, its officers, directors, employees, and affiliates against all liabilities, damages, costs, and expenses, including reasonable legal fees and expenses, arising from:

1. Any violation of this Agreement on your part, including but not limited to the unauthorized use of the Company’s images or the breach of any terms and conditions herein.
2. Your utilization of Smarty Symbols images in combination with other materials, products, or content.
3. Any third-party claims related to the use of resources generated with Smarty Symbols images.

8.2 This indemnification obligation will persist beyond the termination of your One Off Publishing Commercial License and the expiration of this Agreement.

11. Exclusion of Liability

11.1 You expressly acknowledge that the use of Smarty Symbols’ images under the One Off Publishing Commercial License is entirely at your own discretion and risk. Smarty Symbols, LLC disclaims any responsibility for direct, indirect, incidental, special, consequential, or exemplary damages—including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible assets—even if the Company has been advised of the potential for such damages. This disclaimer applies universally to all claims, whether based in warranty, contract, tort, or any other legal theory.

12. Termination

12.1 Smarty Symbols, LLC reserves the exclusive right to discontinue your One Off Publishing Commercial License and access to any content at its sole discretion, either with or without prior notification. Termination may occur for various reasons, including but not limited to, violation of this Agreement, breach of license conditions, or inappropriate use of the Company’s images.

12.2 Upon such termination, you are mandated to cease all utilization of Smarty Symbols’ images immediately. All downloaded images must be deleted from your devices, and your privileges to access and use the images will be automatically revoked.

13. Attribution

13.1 Mandatory Attribution Statement

13.1.1 All resources or products generated under the One Off Publishing Commercial License that incorporate Smarty Symbols’ images are required to feature a prominently displayed attribution statement on the first page of the resource or product and/or homepage. The attribution statement should read as follows: “This [product/resource] was created using Smarty Symbols. All rights reserved worldwide.”

13.2 Visual Credit

13.2.1 In addition to the text attribution, Licensees are obligated to display one of the pre-approved credit images supplied by Smarty Symbols. These credit images can be found at the Smarty Symbols Attribution Buttons section on our website. The chosen credit image must be clearly visible and adhere to Smarty Symbols’ official attribution guidelines.

14. Jurisdiction and Venue

14.1 This Agreement, as well as any matters or issues connected thereto, shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, USA, applicable to contracts executed and performed wholly therein, without regard to conflict of laws principles.

14.2 For any legal action or proceeding arising out of or related to this Agreement, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts situated in Dallas County, Texas.

15. DISCLAIMER OF WARRANTY

15.1 The images made available under the One Off Publishing Commercial License are provided on an “as-is” basis. Smarty Symbols extends no warranties, either express or implied, regarding these images. The Company does not warrant that the images will meet your specific requirements or that the use of these images will be uninterrupted or error-free.

15.2 You acknowledge that the entire risk concerning the quality and performance of the images is solely yours to bear. Smarty Symbols disclaims all other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. This disclaimer forms an integral part of this Agreement.

16. LAST UPDATE

16.1 This One Off Publishing Commercial License Agreement was last updated on 10/16/2023. Licensees are responsible for regularly reviewing this Agreement to ensure familiarity with its most current version.

17. Modification of Terms

17.1 Process for Amendment

17.1.1 This Agreement may be amended, modified, or updated at the sole discretion of Smarty Symbols LLC. Amendments will be posted on the Smarty Symbols website and may be sent to Licensees via email or another suitable notification method.

17.2 What Constitutes an Amendment

17.2.1 An amendment to this Agreement shall be considered valid only if it explicitly refers to this Agreement and clearly outlines the sections or clauses that are being amended, modified, or replaced. Amendments must be consistent with all applicable laws and regulations.

17.3 Notification and Acceptance

15.3.1 Licensees will be notified of any amendments via email or another suitable method, and will have a defined period, as specified in the notification, to review the amendment. Unless a Licensee terminates their subscription within this period, continued use of Smarty Symbols services will constitute acceptance of the amendment.

17.4 Effective Date of Amendment

17.4.1 Amendments will take effect immediately after the defined review period has expired, unless otherwise specified in the amendment notification.

These sections have been incorporated into the One Off Publishing Commercial License Agreement as requested.