Terms of Use and Licensing Agreement

Each licensing type has their own Terms of Agreement

Standard Licensing Terms Of Agreement

Thank you for considering the Standard Membership License Subscription Agreement of Smarty Symbols LLC (“The Company”). This agreement governs your use of the Company’s images and resources under the Standard Membership License. Please carefully review the terms below before subscribing to our website. By subscribing to our services, you agree to be bound by the following terms:

1. Terms and Conditions

These terms and conditions apply to all users of the Smarty Symbols LLC website, including you. By using this website, you immediately accept these terms and conditions, which shall be the sole controlling document governing the relationship between you and the Company. These terms and conditions also extend to the downloading and usage of any images or licenses from The Company’s site.

2: Membership Tiers

The Standard Membership offered by Smarty Symbols LLC includes but is not limited to the following tiers:

2.1. Free Membership

A basic membership tier that allows limited access to select resources and features offered by Smarty Symbols LLC, free of charge.

2.2. Standard Membership (Non-Commercial License)

A non-commercial license offered by Smarty Symbols LLC, granting users access to Images and resources solely for personal and non-commercial purposes, subject to the terms outlined in this Agreement.

2.3. PO School Districts Membership

A membership tier designed specifically for school districts and their educational staff, providing access to the Smarty Symbols LLC resources and Images under a district-wide license agreement.

2.4. College Partnership Membership

A specialized membership offered to educational institutions and colleges in partnership with Smarty Symbols LLC, granting access to select resources for educational purposes.

2.5. Family Membership Access

A membership tier aimed at families and caregivers, offering access to resources and Images for personal and home-based educational use.

2.6. Special Education Teachers Membership

A membership tier tailored to the needs of special education teachers, providing access to specialized resources and Images for teaching students with diverse needs.

2.7. Occupational Therapist Access

A membership tier dedicated to occupational therapists, offering access to resources and Images for educational and therapeutic purposes.

2.8. BCBA Access

A membership tier designed for Board Certified Behavior Analysts (BCBAs), granting access to resources and Images for applied behavior analysis and educational purposes.

2.9. Classroom Teacher Membership

A membership tier offered to classroom teachers, providing access to educational resources and Images for use in classroom instruction.

By subscribing to any of the membership tiers listed above, you agree to be bound by the terms and conditions specific to the chosen tier. Please carefully review the terms associated with each membership level to ensure compliance with the intended usage and restrictions for that tier.

3 Definitions

3.1. The Company: Refers to Smarty Symbols LLC, the provider of the website and images offered under this Agreement.

3.2. Website: Denotes the Smarty Symbols LLC website accessible at www.smartysymbols.com, including all its content, images, and materials.

3.3. Subscriber: Any individual or entity who subscribes to the services offered on the Website and agrees to the terms of this Agreement.

3.4. Images: All visual elements, icons, symbols, graphics, and illustrations available on the Website, including but not limited to those provided by Smarty Symbols LLC.

3.5. License: The permission granted by Smarty Symbols LLC to the Subscriber, allowing them to use the Images in accordance with the terms of this Agreement.

3.6. Commercial License: A license granted by Smarty Symbols LLC to a Subscriber, enabling the usage of Images for personal and/or financial gain, subject to the terms of this Agreement.

3.7. Non-Commercial License (Standard Membership): A license granted by Smarty Symbols LLC to a Subscriber, allowing them to use the Images solely for personal and non-commercial purposes, subject to the terms of this Agreement.

3.8. Stand-alone Use: Usage of Images as separate, individual items without substantial creative content added by the Subscriber.

3.9. Custom Design: Unique and creative arrangement, design, and additional content added by the Subscriber to enhance the Images and create distinctive resources.

3.10. Subscription Term: The duration for which the Subscriber is entitled to access the Website’s content and utilize the Images under the Commercial License or Non-Commercial License (Standard Membership).

3.11. Termination: The cessation of the Subscriber’s access to the Website and the revocation of the License for the usage of Images due to expiration, termination, or breach of the Agreement.

3.12. Indemnity: The Subscriber’s obligation to defend, indemnify, and hold Smarty Symbols LLC harmless from any liability, damages, costs, or claims arising from the Subscriber’s use of the Images.

3.13. Attribution: A statement acknowledging the use of Smarty Symbols’ Images, to be included in any resource created using the Images.

3.14. Third-Party Website: Any website or platform not owned or operated by Smarty Symbols LLC.

3.15. Severability: The principle that if any part of the Agreement is deemed unenforceable, the remaining provisions shall remain valid and enforceable.

3.16. Governing Law: The laws of the State of Texas, USA, which govern the interpretation and enforcement of this Agreement.

3.17. Arbitration: A method of resolving disputes between the parties through an independent arbitrator or arbitration panel.

3.18. Standard Membership: The Non-Commercial License offered by Smarty Symbols LLC, granting users access to Images and resources solely for personal and non-commercial purposes, subject to the terms outlined in this Agreement.

By subscribing to Smarty Symbols’ services, you indicate your acceptance and understanding of the terms and definitions stated above.

4. Amendments

4.1. The Company reserves the right to change, modify, amend, or update these Terms and Conditions, including but not limited to any provisions regarding licensing, permitted usage, and pricing, at any time and for any reason. Any amendments or changes shall be immediately binding and applicable to all users, including existing subscribers. Changes to these Terms and Conditions will be posted on our website, and the “Last Updated” date at the bottom of this Agreement will be amended accordingly.

4.2. Notification Method: Subscribers will be notified of any material changes to these Terms and Conditions via email or through a notice prominently displayed on the Website. It is the Subscriber’s responsibility to keep their email address current and to regularly check the Website for updates. Continued use of the Website and services offered by The Company following notification of such changes shall indicate the Subscriber’s acknowledgment of, and agreement to be bound by, the revised Terms and Conditions.

5. Copyright

5.1. You acknowledge that all images contained on this website may be protected by copyrights, and all rights to such images are subject to international copyright laws.

5.2. The Company retains the right to immediately revoke any granted licenses to you, without prior notice, particularly if you fail to adhere to any of the terms and conditions outlined in this agreement.

5.3. In the event of non-compliance with the terms of this agreement or any violation of the licensing terms, you agree to promptly cease usage of this site and delete any images for which you have obtained a license from this site.

6. Use Of Images

6.1. These terms and conditions are equally applicable to personal, corporate, educational, charitable, or any other type of image usage. Your use of our images shall be governed by the terms of your license as set forth by the Company.

7. Allowable Uses

7.1. By using The Company’s images, you are granted an automatically renewed Non-Commercial license for personal use or on behalf of your principal. You may use the Company’s images and resources with clients you directly serve or within your immediate family circle. However, you explicitly agree not to sell, share, or sub-license any of the Company’s images, even without monetary compensation. Additionally, you are required to include proper attribution for any usage of our images or resources, indicating that you acquired the images from our site.

7.2. Uploading the Company’s images to any third-party website that allows access, download, viewing, or editing of Smarty Symbols’ images is strictly prohibited.

7.3. If you do not wish to provide attribution for the Company’s images, you must purchase a Commercial license for the image and resources for personal gain in order to use them without attribution.

7.4. Any derivative works created from the Company’s images shall remain copyrighted by The Company.

8. Non-Commercial License Restrictions

8.1. For users with a Non-Commercial license, engaging in any activity that results in personal gain through the use of the Company’s images or resources, including but not limited to sharing on third-party websites, distributing to unauthorized individuals, or using in the workplace without proper authorization, is strictly prohibited.

8.2. Standard licensees must adhere to the following conditions regarding the use and distribution of the Company’s images:

  • If the licensee is using the images with family members: The usage must be limited to the licensee’s immediate family circle. Any usage beyond this scope requires the user to obtain a commercial license.
  • If the licensee is using the images with clients/students: The usage must be limited to clients/students served directly by the licensee. Any usage beyond this scope requires the user to obtain a commercial license.

8.3. Examples of unauthorized uses include sharing the Company’s images or resources with co-workers or individuals without an active standard license and distributing resources for free on blogs or other platforms.

8.4 Signage and Public Display Restrictions for Standard Licensees

8.4.1. Standard Licensees, including but not limited to school districts, individual professionals (speech therapists, occupational therapists, teachers), and families, are expressly prohibited from using Smarty Symbols’ images for large-scale public displays, signage, or communication boards without obtaining a separate, written license agreement from Smarty Symbols LLC.

8.4.2. This restriction applies to any use of images in public or semi-public areas, including but not limited to schools, hospitals, and community centers, and extends to both free and paid distributions.

8.4.3. For details on obtaining a specialized license for public display or signage, please contact Smarty Symbols LLC.

9. Entire Agreement

This Agreement constitutes the entire understanding and agreement between Smarty Symbols LLC (“The Company”) and the Subscriber, and supersedes all prior and contemporaneous oral agreements, representations, and understandings between the parties regarding the subject matter herein. No amendment, alteration, or modification of this Agreement shall be effective unless it is in writing and signed by both parties.

Commercial Membership

Welcome to Smarty Symbols LLC (“The Company”). Please carefully read this License Subscription Agreement (“Agreement”) before subscribing to our website and using our services. By subscribing to the services offered on this website, 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 be applicable to you and all the users of the site of Smarty Symbols LLC. (“The Company”).

1.2 Binding Agreement By using this website, 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 the Company.

1.3 Usage of Images and Licenses These terms and conditions shall also govern your downloading and usage of any images or licenses in the site of The Company.

2. Definitions

2.1 The Company Refers to Smarty Symbols LLC, the provider of the website and images offered under this Agreement.

2.2 Website Denotes the Smarty Symbols LLC website accessible at www.smartysymbols.com, including all its content, images, and materials.

2.3 Subscriber Any individual or entity who subscribes to the services offered on the Website and agrees to the terms of this Agreement.

2.4 Images All visual elements, icons, symbols, graphics, and illustrations available on the Website, including but not limited to those provided by Smarty Symbols LLC.

2.5 License The permission granted by Smarty Symbols LLC to the Subscriber, allowing them to use the Images in accordance with the terms of this Agreement.

2.6 Commercial License A license granted by Smarty Symbols LLC to a Subscriber, enabling the usage of Images for personal and/or financial gain, subject to the terms of this Agreement.

2.7 Stand-alone Use Usage of Images as separate, individual items without substantial creative content added by the Subscriber.

2.8 Custom Design Unique and creative arrangement, design, and additional content added by the Subscriber to enhance the Images and create distinctive resources.

2.9 Subscription Term The duration for which the Subscriber is entitled to access the Website’s content and utilize the Images under the Commercial License.

2.10 Termination The cessation of the Subscriber’s access to the Website and the revocation of the License for the usage of Images due to expiration, termination, or breach of the Agreement.

2.11 Indemnity The Subscriber’s obligation to defend, indemnify, and hold Smarty Symbols LLC harmless from any liability, damages, costs, or claims arising from the Subscriber’s use of the Images.

2.12 Attribution A statement acknowledging the use of Smarty Symbols’ Images, to be included in any resource created using the Images.

2.13 Third-Party Website Any website or platform not owned or operated by Smarty Symbols LLC.

2.14 Severability The principle that if any part of the Agreement is deemed unenforceable, the remaining provisions shall remain valid and enforceable.

2.15 Governing Law The laws of the State of Texas, USA, which govern the interpretation and enforcement of this Agreement.

2.16 Arbitration A method of resolving disputes between the parties through an independent arbitrator or arbitration panel.

3. Amendments

3.1 Right to Amend The Company reserves the right to change these Terms and Conditions, including the pricing of any licenses offered on the site, at any time and without notice.

3.2 Immediate Binding You hereby irrevocably agree that any amendments or changes in these Terms shall be immediately binding and applicable to you, without any need for any prior notice to you.

4. Copyright

4.1 Protection of Images You acknowledge that the images contained on this website may be protected by copyrights, and all rights to such images are subject to international copyright laws.

4.2 License Termination You agree that the Company may immediately remove any granted licenses to you without the need for any notice, especially if you fail to follow any of the terms and conditions contained in this agreement.

4.3 Non-compliance Consequences

Failure to comply with any of the terms contained in this agreement or violations of the terms of your licenses may result in serious consequences, including but not limited to:

4.3.1 License Revocation In the event of non-compliance, the Company reserves the right to revoke your license immediately and without prior notice. This means that you will no longer have the right to use any of the images you obtained from the site for any purpose.

4.3.2 Termination of Subscription Non-compliance may lead to the termination of your subscription to our website and services. You will lose access to all content and resources on the site.

4.3.3 Removal of Images Upon non-compliance, you are required to promptly remove any images you have downloaded, used, or incorporated into your materials under the license.

4.3.4 Legal Consequences Failure to comply with the terms and conditions of this agreement or the license terms may result in legal action, including claims for damages, injunctive relief, or other remedies available under applicable law.

It is essential to adhere to the terms and conditions outlined in this agreement and the license to ensure continued access to the site’s resources and to avoid any potential legal ramifications. The Company takes its intellectual property rights seriously and will enforce them to protect its copyrighted materials.

Please review the agreement carefully to ensure full compliance with all the terms and conditions stated herein. If you have any questions or concerns about the terms of this agreement, please contact us promptly at [email protected].

5. Use Of Images

5.1 Applicability of Terms These terms and conditions shall be equally applicable to personal, corporate, educational, charitable, or any type of usage of images. Your use of our images shall also be governed by the terms of your license as set forth by the company.

5.2 Commercial License Grant The Company, in its sole discretion, may extend a Commercial License to you for the use of its images and templates. Alternatively, you may have purchased an automatically renewed commercial license subscription to The Company’s website.

5.3 Permitted Usage A Commercial License grants you permission to use the images of The Company for your own personal and/or financial gain, during the term of your subscription, in a digital and printed medium with limited attribution.

5.4 Allowed Formats All commercial licenses purchased via http://www.smartysymbols.com will grant you permission to sell and/or distribute materials containing the Company’s images in the following formats:

a. Digital pdf containing no more than 150 images per resource, b. Digital material with movable pieces with no more than 50 pieces per resource, c. Print media, d. DVD’s or CD’s covers, e. Physical objects containing no more than 50 images per product, f. Social Media posts (if images are embedded in a larger image with additional text), g. Any printed educational materials.

5.5 Image Manipulation Commercial licensees are strictly prohibited from uploading any Smarty Symbols in png or jpg format to any program that may make images available free/paid to others. A commercial license will grant you the ability to do image manipulation of the company, such as transforming color images into line art or combining images. However, the final result remains copyrighted by The Company.

5.6 Third-Party Licensing Commercial licensees are strictly prohibited from licensing any resource created with Smarty Symbols to any third-party business without authorization from one of Smarty Symbols officers. Commercial licensees are permitted to create resources for direct promotion or sale to consumers directly; all other engagements require authorization from a Smarty Symbols officer. Commercial licensees may not engage in business-to-business deals on their own. Any third-party business-to-business agreements of materials containing Smarty Symbols must involve an additional license between Smarty Symbols and said third party.

5.7 Account Sharing Prohibition Even with a commercial license, you are also prohibited from sharing your registered account with the Company’s site, your license, or your downloaded images with others. Account holders must protect their password and access to the platform. Failure to comply with this requirement will automatically block your account.

5.8 Usage with Custom Design You are strictly prohibited, even with a commercial license, from selling or distributing the Company’s images or templates as stand-alone items in any image format. The images from the Company must be utilized in a way to enhance your own resource. Selling the Company’s images without custom design, text, and other relevant content is beyond the scope of your license. Resources created with the Company’s images must meet the following minimum standard: “Are customers purchasing/downloading/accessing your resource because of how the Company’s images are organized, designed, accompanied text, or because of the Company’s image alone?” If the Company finds that your resource does not meet the minimum requirement, we may ask that you edit your resource.

5.9 License Cancellation You hereby irrevocably agree that the Company retains the right to cancel your license, in its sole discretion, without the need for any justifiable reason.

5.10 Expiration of Image Usage

Upon the termination of your subscription to Smarty Symbols’ commercial license, the right to utilize the images provided by Smarty Symbols in any of your materials shall automatically expire. However, in acknowledgment of your ongoing business efforts, we grant you a grace period of up to three (3) years from the date of subscription termination during which you may continue selling products that include Smarty Symbols’ images, subject to the following conditions:

5.10.1 Grace Period Usage: During the grace period, which extends up to three (3) years after the termination of your license, you are permitted to sell and distribute products that incorporate Smarty Symbols’ images.

5.10.2 No Renewal Requirement: Throughout this grace period, you are not obligated to seek an active license renewal or obtain further authorization from Smarty Symbols LLC for the products already in circulation.

5.10.3 Post-Grace Period Arrangements: Following the conclusion of the three-year grace period, you are required to engage with Smarty Symbols LLC to discuss potential revenue-sharing models or explore the option of acquiring an annual licensing fee should you wish to continue using Smarty Symbols’ images in your products.

5.10.4 Scope of Application: The grace period exclusively applies to products that were created and published before the termination of your license and conform to the minimum standard defined in this agreement.

5.10.5 Exclusion of New Products: For any new products created or updates made to existing products after the termination of your license, Smarty Symbols’ images may no longer be employed, and you must refrain from incorporating them into any new resources.

It is essential to diligently maintain accurate records of the dates of termination and manage your products in accordance with the expiration of image usage to ensure compliance with this agreement.

Should you have any inquiries or wish to discuss the transition to continued usage beyond the grace period, we encourage you to promptly reach out to Smarty Symbols LLC at [email protected].

5.11Permitted Website Uploads and Prohibitions

A commercial license grants you permission to upload a pdf. file to specific websites as listed below:

With a commercial license, you are strictly prohibited from the following:

  • Uploading any Smarty Symbols to a 3rd party website without an additional written authorization from a Smarty Symbols representative ([email protected])
  • Re-licensing the materials you created using Smarty Symbols on other platforms without written authorization or a separate agreement which would grant you such permission
  • Utilizing the images in the development of any software without a separate agreement

Such acts are considered a breach of agreement and may be subject to copyright infringement.

A commercial license grants you permission to upload a pdf. file to specific websites as listed below:

  1. Teachers Pay Teacher (http://www.teacherspayteacher.com)
  2. Amazon (http://www.amazon.com)
  3. Etsy ( http://www.etsy.com)

With a commercial license, you are strictly prohibited from the following:

  1. Upload any Smarty Symbols to a 3rd party website without an additional written authorization from a Smarty Symbols representative ([email protected])
  2. Re-license the materials you created using Smarty Symbols on other platforms without written authorization or a separate agreement which would grant you such permission
  3. Utilize the images on the development of any software without a separate agreement

Such acts are considered a breach of agreement and may be subject to copyright infringement.

5.12 Prohibited Usage in Interactive Games

5.12.1 Interactive Games Defined: For purposes of this Agreement, “Interactive Games” refers to any software, application, or digital platform designed for user engagement and interaction, including but not limited to games, quizzes, and interactive educational tools, which may include functionalities such as drag-and-drop, selection, or any other form of user manipulation of digital objects.

5.12.2 Restrictions: Unless explicitly granted a separate license by Smarty Symbols LLC, Commercial Licensees are strictly prohibited from using any images from Smarty Symbols LLC in Interactive Games, whether proprietary or third-party.

5.12.3 Drag-and-Drop and Other Functionalities: This prohibition extends to the use of Smarty Symbols LLC images as interactive elements within such games, including but not limited to drag-and-drop functionalities, clickable objects, or any other form of interactive user engagement.

5.12.4 Separate Licensing: Commercial Licensees interested in using Smarty Symbols LLC images in Interactive Games must obtain a separate, written license agreement from Smarty Symbols LLC. Unauthorized use in Interactive Games will be considered a breach of this Agreement and may result in immediate termination of the Commercial Licensee’s License, legal action, and/or other remedies as provided under this Agreement.

5.13 Signage and Public Display Restrictions

5.13.1 Signage and Public Display Defined

For the purposes of this Agreement, “Signage and Public Display” refers to any physical or digital medium, including but not limited to Large Communication Boards (beyond 20 x 20 inches) , posters, and digital screens, designed for public viewing and/or interaction, which features one or more images from Smarty Symbols LLC.

5.13.2 Restrictions

Commercial Licensees are strictly prohibited from using images from Smarty Symbols LLC in any form of Signage and Public Display for the purpose of reselling, free mass distribution, or public display, unless explicitly granted a separate license by Smarty Symbols LLC.

5.13.3 Separate Licensing

Commercial Licensees interested in using images from Smarty Symbols LLC in any form of Signage and Public Display must obtain a separate, written license agreement from Smarty Symbols LLC. Unauthorized use in Signage and Public Display will be considered a breach of this Agreement and may result in immediate termination of the Commercial Licensee’s License, legal action, and/or other remedies as provided under this Agreement.

6.Indemnity

You agree to fully defend, indemnify, and hold SmartySymbols, LLC, its officers, directors, employees, and affiliates, harmless against all types of liability, damages, costs, expenses, including reasonable legal fees and expenses, and claims arising from:

a. Any breach of this agreement by you, including but not limited to unauthorized use of the Company’s images or violation of any of the terms and conditions herein. b. Your use of Smarty Symbols’ images in combination with any other materials, products, or content. c. Any third-party claims related to the use of resources created with Smarty Symbols’ images.

This indemnification obligation shall survive the termination of your subscription and the expiration of this agreement.

7. Exclusion of Liability

You expressly acknowledge and agree that your use of Smarty Symbols’ images is at your own risk. Smarty Symbols, LLC shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, even if the Company has been advised of the possibility of such damages. This exclusion of liability applies to all claims, whether based on warranty, contract, tort (including negligence), or any other legal theory.

8. Termination

Smarty Symbols, LLC reserves the right to terminate your subscription and access to any or all content on this website at its sole discretion and with or without prior notice. Termination may occur for reasons including, but not limited to, violation of this agreement, breach of license terms, or inappropriate use of the Company’s images.

Upon termination, you shall immediately cease all usage of Smarty Symbols’ images, delete all previously downloaded images from any of your devices, and your rights to access and use the images shall automatically expire.

9. Attribution

9.1 Any resource created with Smarty Symbols’ images must prominently include a statement on the first page giving attribution in the following format:

“This [product/resource] was created using Smarty Symbols. All rights reserved worldwide.”

9.2 You must display one of the credit images provided by Smarty Symbols (https://smartysymbols.com/attributions-buttons/) within your resources, ensuring the credit is clearly visible and in compliance with Smarty Symbols’ attribution guidelines.

10. Jurisdiction and venue

This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of the State of Texas, USA, without regard to its conflicts of law principles.

Any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Dallas County, Texas. Each party hereby irrevocably submits to the personal jurisdiction of such courts for the purpose of any such action or proceeding.

11. DISCLAIMER OF WARRANTY.

The Smarty Symbols’ images are provided under this license on an “as is” basis, without warranty of any kind, either express or implied. The Company does not warrant that the images will meet your requirements or that their use will be uninterrupted or error-free.

You acknowledge that the entire risk as to the quality and performance of Smarty Symbols’ images is with you. The Company makes no warranties, express or implied, including without limitation, warranties of merchantability or fitness for a particular purpose. This disclaimer of warranty constitutes an essential part of this license.

By implementing these enhancements, the agreement will provide better protection to both parties involved and offer more clarity regarding their respective rights and obligations.

12. LAST UPDATE

This Agreement was last updated on 07/28/2023. Please review this page regularly to ensure you are familiar with the most current version of the terms and conditions.

Smarty OpenMarket License Terms of Use

Please carefully read this Smarty OpenMarket License Subscription Agreement (“Agreement”) before subscribing to our website and using our Smarty OpenMarket License services. By subscribing to the services offered on this website specifically for the Smarty OpenMarket License provided by Smarty Symbols LLC (“The Company”), you agree to be bound by the following terms:

  • Terms and Conditions

1.1 Applicability of Terms and Conditions

These terms and conditions shall apply to you, and all users of the site of The Company who are using the Smarty OpenMarket License access, effective immediately upon your subscription to the Smarty OpenMarket License.

1.2 Binding Agreement

By using this website and the Smarty OpenMarket 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 the Company in regard to the Smarty OpenMarket License.

1.3 Usage of Resources under Smarty OpenMarket 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 Smarty OpenMarket License provided by The Company. This license permits you to use our digital assets, which include over 30,000 images, to create educational materials in PDF format exclusively on open marketplaces specified under this agreement.

  1. Definitions

2.1 The Company

Refers to Smarty Symbols LLC, the provider of the Smarty OpenMarket License and associated digital assets governed by this Agreement.

2.2 Smarty OpenMarket License

The specific license that governs the use, redistribution, and modification of resources, images, or other digital assets provided by The Company under this Agreement. This license permits usage in PDFs and one self-hosted website.

2.3 Subscriber

Any individual or entity who subscribes to the Smarty OpenMarket License offered by The Company 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 Smarty OpenMarket License, including but not limited to those provided by Smarty Symbols LLC.

2.5 Smarty OpenMarket License Permission

The permission explicitly granted by Smarty Symbols LLC to the Subscriber, allowing them to use the Digital Assets in accordance with the terms specified in this Agreement.

2.6 Commercial Use

Utilization of Digital Assets for both personal and/or financial gain, explicitly governed by the terms and conditions set forth in this Smarty OpenMarket License Agreement.

2.7 Stand-alone Use

Usage of Digital Assets as separate, individual items without substantial alteration or creative content added by the Subscriber, as permitted by this Agreement.

2.8 Custom Design

Unique and creative arrangement, modification, and additional content added by the Subscriber to the Digital Assets, consistent with the terms of this Smarty OpenMarket License.

2.9 Subscription Term

The duration for which the Subscriber is entitled to access and utilize the Digital Assets specifically under the Smarty OpenMarket License.

2.10 Termination

The cessation of the Subscriber’s access to the Digital Assets and the revocation of the Smarty OpenMarket License due to expiration, termination, or breach of this Agreement.

2.11 Indemnity

The obligation of the Subscriber to defend, indemnify, and hold Smarty Symbols LLC harmless from any liability, damages, costs, or claims arising from the Subscriber’s use of the Digital Assets under the Smarty OpenMarket License.

2.12 Attribution

A statement acknowledging the use of Smarty Symbols LLC’s Digital Assets, to be included in any resource or derivative work created using the Digital Assets, as specified in this Agreement.

2.13 Third-Party Platforms

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

2.14 Severability

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

  1. Copyright

3.1 Protection of Digital Assets

You acknowledge that the digital assets available under the Smarty OpenMarket License are protected by international copyright laws. 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.

3.2 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.

3.3 License Termination

You acknowledge and agree that the Company has the right to immediately revoke the Smarty OpenMarket 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 Smarty OpenMarket License and deny access to the digital assets without prior warning.

3.4 Consequences of Non-compliance

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

3.4.1 License Revocation

The Company reserves the right to immediately revoke your Smarty OpenMarket 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.

3.4.2 Termination of Subscription

Non-compliance may result in the immediate termination of your subscription to our platform and services, depriving you of access to all content and digital assets.

3.5.3 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 Smarty OpenMarket License.

3.5.4 Legal Ramifications

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

Adherence to the terms and conditions laid out in this Smarty OpenMarket License Agreement is crucial for continued access to the platform’s resources and to mitigate the risk of legal consequences. The Company 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 Smarty OpenMarket License Agreement, please contact us promptly at [email protected].

  1. Use Smarty Symbols

4.1 Applicability of Terms

These terms and conditions exclusively apply to the use of digital assets in PDF format under the Smarty OpenMarket License. This license encompasses a broad range of applications, including personal, corporate, educational, charitable, and various other usage scenarios. It governs your rights and responsibilities regarding the use of digital assets provided by Smarty Symbols LLC under this specific license.

4.2 License Grant

These terms and conditions are exclusively applicable to the use of digital assets in PDF format under the Smarty OpenMarket License, whether for personal, corporate, educational, charitable, or any other type of usage.

4.3 Permitted Usage

The Smarty OpenMarket License permits you to use the digital assets for your personal and/or financial gain, exclusively in PDF format, during the term of your subscription, subject to limited attribution requirements exclusively on websites listed under this agreement.

4.4. Approved Marketplaces/ Platforms

With a valid Smarty OpenMarket Commercial License, you are granted permission to upload PDF products containing Smarty Symbols to the specifically to following approved marketplaces:

4.5 Allowed Formats

The Smarty OpenMarket License grants you permission to sell and/or distribute materials containing the Company’s digital assets exclusively in digital PDF format, with no more than 150 digital assets per resource.

4.6  Digital Asset Manipulation

Licensees are strictly prohibited from uploading any digital assets in formats other than PDF to any platform or service that may make the digital assets available for free or for purchase to others. You may manipulate the digital assets, such as by altering colors or combining them; however, the final product remains copyrighted by The Company.

4.6 Third-Party Licensing

Licensees under the Smarty OpenMarket License are strictly prohibited from sublicensing any PDF resource or website content created with the digital assets to any third-party entity without explicit authorization from one of the Company’s officers. Licensees are permitted to create resources for direct sale to consumers; any business-to-business engagements require separate authorization from a Company officer.

4.7 Account Integrity

Sharing your registered account, Smarty OpenMarket License, or downloaded digital assets is strictly prohibited under this license. Account holders are responsible for safeguarding their account credentials. Violation of this term will lead to immediate account suspension.

4.8 Custom Design Requirement

Licensees are prohibited from selling or distributing the smarty symbols images as stand-alone items. All digital assets must be used to enhance your own resources in PDF format. If the Company determines that your resource fails to meet this standard, you will be required to modify your resource.

4.9 License Revocation

The Company retains the exclusive right to cancel your Smarty OpenMarket License at its sole discretion, without the need for any justification. Please note that the revocation of your license does not absolve you of your obligations and responsibilities under this Agreement. Upon license revocation, you must immediately cease all use of the Company’s digital assets and comply with any further instructions provided by The Company to ensure compliance with this Agreement. Failure to adhere to these post-revocation obligations may result in legal consequences.

  1. Payment and Billing

5.1 Subscription Fees and Auto-Payment

Upon subscribing to the Smarty OpenMarket License, you agree to pay the applicable annual subscription fees as outlined on our website. Payment will be automatically processed using the payment method you provide during the subscription setup.

5.2 Failed Auto-Payment

In the event that an auto-payment for your subscription fails, Smarty Symbols LLC reserves the right to take the following actions:

5.2.1 Notification

You will receive a notification regarding the failed payment to the email address associated with your account. It is your responsibility to ensure that your payment information is accurate and up-to-date.

5.2.2 Suspension of Access:

If the failed payment is not rectified within seven (7) days, Smarty Symbols LLC may temporarily suspend your access to the Smarty OpenMarket License and associated digital assets. During this period, you will not be able to download or use the previously downloaded licensed resources.

5.2.3 Subscription Termination

Failure to resolve the failed payment within 7 days may result in the termination of your subscription and associated license. This termination will lead to the immediate revocation of access to the Smarty OpenMarket License and all associated digital assets.

5.3 Payment Information Updates

It is your responsibility to keep your payment information current to ensure uninterrupted access to the licensed resources. You can update your payment information by logging into your account on our website.

5.4 Dispute Resolution

If you believe that a failed payment was in error or wish to dispute a payment, please contact our customer support team at [email protected] to address the issue promptly.

  1. Permitted Usage and Restrictions

6.1 Approved Marketplaces

With a valid Smarty OpenMarket Commercial License, you are granted permission to upload PDF products containing Smarty Symbols strictly to following specific approved marketplaces:

6.2 Unauthorized Usage

Even with a Smarty OpenMarket Commercial License, the following actions are strictly prohibited::

  • Uploading to Unauthorized Platforms: Distributing any products containing Smarty Symbols on websites or platforms other than the one specified on this document, 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.

6.3 Prohibited Usage in Interactive Games

6.5.1 Definition of 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

Smarty OpenMarket Commercial Licenses 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 Smarty OpenMarket 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 General Restrictions on Signage and Public Display

Smarty OpenMarket Commercial Licenses are strictly prohibited from using images from Smarty Symbols LLC 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 Smarty Symbols LLC.

6.6.3 Requirements for Separate Licensing

Smarty OpenMarket Commercial License seeking to utilize images from Smarty Symbols LLC in any form of Signage and Public Display exceeding 20 x 20 inches must obtain a separate, written license agreement from Smarty Symbols LLC. Unauthorized deployment in Signage and Public Display of this scale will constitute a breach of this Agreement, resulting in immediate termination of the Smarty OpenMarket Commercial 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 Smarty OpenMarket Commercial License, and legal proceedings.

7.1 Expiration of Digital Asset Usage
Upon the termination of your Smarty OpenMarket Commercial License, your right to use The Company’s digital assets ceases immediately. However, a grace period of up to three (3) years from the date of termination may be granted for products that were already posted on the previously authorized link, under the following conditions:

7.1.1 Specifics of Grace Period Usage
The grace period ONLY applies to PDF products that were already created, finalized, and posted on the approved marketplaces specified in this agreement BEFORE the termination date of your Smarty OpenMarket Commercial License. During this grace period, you are allowed to continue selling these pre-existing PDF products.

7.1.2 No Creation of New Products
Strictly no new PDF products or updates to existing PDF products can be created, modified, or posted using Smarty Symbols’ digital assets after the termination of your Smarty OpenMarket Commercial License. Failure to adhere to this condition will result in immediate account suspension and may incur legal consequences.

7.1.3 Post-Grace Period Engagement
After the expiration of the three-year grace period, if you wish to continue using the digital assets, you must engage with Smarty Symbols LLC to explore licensing options.

7.1.4 Record-Keeping
It is your responsibility to maintain accurate records concerning the posting dates of all PDF products on the approved marketplaces to verify their eligibility for the grace period.

7.1.5 Obligation to Delete Digital Assets
Upon the expiration or termination of your Smarty OpenMarket Commercial License, you are obligated to promptly delete all digital assets acquired under this license from any and all storage mediums and systems. This is to ensure that no new products can be created or modified using Smarty Symbols’ digital assets post-license expiration. Failure to comply will be considered a breach of this Agreement and may incur legal consequences.

  1. Indemnity

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.

This indemnification obligation will persist beyond the termination of your Smarty OpenMarket Commercial License and the expiration of this Agreement.

  1. Exclusion of Liability

You expressly acknowledge that the use of Smarty Symbols’ images under the Smarty OpenMarket 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.

  1. Termination

Smarty Symbols, LLC reserves the exclusive right to discontinue your Smarty OpenMarket 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.

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.

  1. Attribution

11.1 Mandatory Attribution Statement

All resources or products generated under the Smarty OpenMarket 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.”

11.2 Visual Credit

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.

  1. Jurisdiction and Venue

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.

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.

  1. DISCLAIMER OF WARRANTY

The images made available under the Smarty OpenMarket 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.

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.

  1. LAST UPDATE

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

15.Modification of Terms

15.1 Process for Amendment

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.

15.2 What Constitutes an Amendment

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.

15.3 Notification and Acceptance

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.

15.4 Effective Date of Amendment

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

This version accounts for the online nature of the agreement and streamlines the process for amendment, making it more manageable for you. Feel free to adjust this sample clause as needed.

Entrepreneurial Excellence License Terms of Agreement

Please carefully read this Entrepreneurial Excellence License Subscription Agreement (“Agreement”) before subscribing to our website and using our Entrepreneurial Excellence License services. By subscribing to the services offered on this website specifically for the Entrepreneurial Excellence License provided by Smarty Symbols LLC, you agree to be bound by the following terms:

Terms and Conditions 1.1

Applicability of Terms and Conditions These terms and conditions shall apply to you, and all users of the site of Smarty Symbols LLC who are using the Entrepreneurial Excellence License, effective immediately upon your subscription to the Entrepreneurial Excellence License.

1.2 Binding Agreement

By using this website and the Entrepreneurial Excellence 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 the Company in regard to the Entrepreneurial Excellence License.

1.3 Usage of Resources under Entrepreneurial Excellence 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 Entrepreneurial Excellence License provided by The Company. This license permits you to use our digital assets, which include over 30,000 images, to create educational materials in PDF format. These educational materials are intended for distribution under a protected server on your self-hosted website, exclusively for the use of your members who have the right to download them.

  1. Definitions

2.1 The Company

Refers to Smarty Symbols LLC, the provider of the Entrepreneurial Excellence License and associated digital assets governed by this Agreement.

2.2 Entrepreneurial Excellence License

The specific license that governs the use, redistribution, and modification of resources, images, or other digital assets provided by The Company under this Agreement. This license permits usage in PDFs and one self-hosted website.

2.3 Subscriber

Any individual or entity who subscribes to the Entrepreneurial Excellence License offered by The Company 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 Entrepreneurial Excellence License, including but not limited to those provided by Smarty Symbols LLC.

2.5 Entrepreneurial Excellence License Permission

The permission explicitly granted by Smarty Symbols LLC to the Subscriber, allowing them to use the Digital Assets in accordance with the terms specified in this Agreement.

2.6 Commercial Use

Utilization of Digital Assets for both personal and/or financial gain, explicitly governed by the terms and conditions set forth in this Entrepreneurial Excellence License Agreement.

2.7 Stand-alone Use

Usage of Digital Assets as separate, individual items without substantial alteration or creative content added by the Subscriber, as permitted by this Agreement.

2.8 Custom Design

Unique and creative arrangement, modification, and additional content added by the Subscriber to the Digital Assets, consistent with the terms of this Entrepreneurial Excellence License.

2.9 Subscription Term

The duration for which the Subscriber is entitled to access and utilize the Digital Assets specifically under the Entrepreneurial Excellence License.

2.10 Termination

The cessation of the Subscriber’s access to the Digital Assets and the revocation of the Entrepreneurial Excellence License due to expiration, termination, or breach of this Agreement.

2.11 Indemnity

The obligation of the Subscriber to defend, indemnify, and hold Smarty Symbols LLC harmless from any liability, damages, costs, or claims arising from the Subscriber’s use of the Digital Assets under the Entrepreneurial Excellence License.

2.12 Attribution

A statement acknowledging the use of Smarty Symbols LLC’s Digital Assets, to be included in any resource or derivative work created using the Digital Assets, as specified in this Agreement.

2.13 Third-Party Platforms

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

2.14 Severability

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

  1. Copyright

3.1 Protection of Digital Assets

You acknowledge that the digital assets available under the Entrepreneurial Excellence License 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.

3.2 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.

3.3 License Termination

You acknowledge and agree that the Company has the right to immediately revoke the Entrepreneurial Excellence License and remove any access to the digital assets without prior notice, particularly if you breach any 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 Entrepreneurial Excellence License and deny access to the digital assets without prior warning.

3.4 Consequences of Non-compliance

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

3.4.1 License Revocation

The Company reserves the right to immediately revoke your Entrepreneurial Excellence 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.

3.4.2 Termination of Subscription

Non-compliance may result in the immediate termination of your subscription to our platform and services, depriving you of access to all content and digital assets.

3.5.3 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 Entrepreneurial Excellence License.

3.5.4 Legal Ramifications

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

Adherence to the terms and conditions laid out in this Entrepreneurial Excellence License Agreement is crucial for continued access to the platform’s resources and to mitigate the risk of legal consequences. The Company 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 Entrepreneurial Excellence License Agreement, please contact us promptly at [email protected].

  1. Use of Digital Assets in PDF Format and One Self-Hosted Website

4.1 Applicability of Terms

These terms and conditions exclusively apply to the use of digital assets in PDF format under the Entrepreneurial Excellence License. This license encompasses a broad range of applications, including personal, corporate, educational, charitable, and various other usage scenarios. It governs your rights and responsibilities regarding the use of digital assets provided by Smarty Symbols LLC under this specific license.

4.2 License Grant

Upon subscription, an Entrepreneurial Excellence License is automatically extended to you for the use of the digital assets in PDF format and on one self-hosted website.

4.3 Permitted Usage

The Entrepreneurial Excellence License permits you to use the digital assets for your personal and/or financial gain, exclusively in PDF format and on a single self-hosted website, during the term of your subscription, subject to limited attribution requirements.

4.4 Allowed Formats and Platforms

The Entrepreneurial Excellence License grants you permission to sell and/or distribute materials containing the Company’s digital assets exclusively in digital PDF format or on one self-hosted website, with no more than 150 digital assets per resource.

4.5 Digital Asset Manipulation

Licensees are strictly prohibited from uploading any digital assets in formats other than PDF to any platform or service that may make the digital assets available for free or for purchase to others, except for one self-hosted website as specified. You may manipulate the digital assets, such as by altering colors or combining them; however, the final product remains copyrighted by The Company.

4.6 Third-Party Licensing

Licensees under the Entrepreneurial Excellence License are strictly prohibited from sublicensing any PDF resource or website content created with the digital assets to any third-party entity without explicit authorization from one of the Company’s officers. Licensees are permitted to create resources for direct sale to consumers; any business-to-business engagements require separate authorization from a Company officer.

4.7 Account Integrity

Sharing your registered account, Entrepreneurial Excellence License, or downloaded digital assets is strictly prohibited under this license. Account holders are responsible for safeguarding their account credentials. Violation of this term will lead to immediate account suspension.

4.8 Custom Design Requirement

Licensees are prohibited from selling or distributing the smarty symbols images as stand-alone items. All digital assets must be used to enhance your own resources in PDF format or within your self-hosted website. If the Company determines that your resource fails to meet this standard, you will be required to modify your resource.

4.9 License Revocation

The Company retains the exclusive right to cancel your Entrepreneurial Excellence License at its sole discretion, without the need for any justification. Please note that the revocation of your license does not absolve you of your obligations and responsibilities under this Agreement. Upon license revocation, you must immediately cease all use of the Company’s digital assets and comply with any further instructions provided by The Company to ensure compliance with this Agreement. Failure to adhere to these post-revocation obligations may result in legal consequences.

  1. Payment and Billing

5.1 Subscription Fees and Auto-Payment

Upon subscribing to the Entrepreneurial Excellence License, you agree to pay the applicable annual subscription fees as outlined on our website. Payment will be automatically processed using the payment method you provide during the subscription setup.

5.2 Failed Auto-Payment

In the event that an auto-payment for your subscription fails, Smarty Symbols LLC reserves the right to take the following actions:

5.2.1 Notification

You will receive a notification regarding the failed payment to the email address associated with your account. It is your responsibility to ensure that your payment information is accurate and up-to-date.

5.2.2 Suspension of Access:

If the failed payment is not rectified within seven (7) days, Smarty Symbols LLC may temporarily suspend your access to the Entrepreneurial Excellence License and associated digital assets. During this period, you will not be able to download or use the licensed resources.

5.2.3 Subscription Termination

Failure to resolve the failed payment within 7 days may result in the termination of your subscription. This termination will lead to the immediate revocation of access to the Entrepreneurial Excellence License and all associated digital assets.

5.3 Payment Information Updates

It is your responsibility to keep your payment information current to ensure uninterrupted access to the licensed resources. You can update your payment information by logging into your account on our website.

5.4 Dispute Resolution

If you believe that a failed payment was in error or wish to dispute a payment, please contact our customer support team at [email protected] to address the issue promptly.

  1. Permitted Website Uploads and Restrictions

6.1 Designated Website

Upon signing up for an Entrepreneurial Excellence License or via subsequent email correspondence, you will specify one (1) designated website where you are permitted to upload PDF products containing Smarty Symbols.

6.2 Notification of Hosting Changes

All changes to the designated hosting website must be communicated to Smarty Symbols through the email specified for such updates.

6.3 Compliance Monitoring

Upon subscribing to the Entrepreneurial Excellence License, you are required to set up a free active account accessible to officers of Smarty Symbols LLC. This account must be established on any marketplace, website, or platform where the digital assets will be used, especially if these platforms are password-protected.

6.3.1 Purpose

The purpose of this account is to allow Smarty Symbols LLC to periodically verify the appropriate usage of its digital assets. Access to this account should be sent to the email [email protected].

6.3.2 Account Duration

This free active account must remain open for a period of three (3) years after the expiration or termination of your Entrepreneurial Excellence License. Failure to maintain this account will be considered a breach of this Agreement and may result in legal consequences.

6.4 Unauthorized Uploads and Usage

Even with an Entrepreneurial Excellence License, the following actions 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.

6.5 Prohibited Usage in Interactive Games

6.5.1 Definition of 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

Entrepreneurial Excellence 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 Entrepreneurial Excellence 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 General Restrictions on Signage and Public Display

Entrepreneurial Excellence Licensees are strictly prohibited from using images from Smarty Symbols LLC 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 Smarty Symbols LLC.

6.6.3 Requirements for Separate Licensing

Entrepreneurial Excellence Licensees seeking to utilize images from Smarty Symbols LLC in any form of Signage and Public Display exceeding 20 x 20 inches must obtain a separate, written license agreement from Smarty Symbols LLC. Unauthorized deployment in Signage and Public Display of this scale will constitute a breach of this Agreement, resulting in immediate termination of the Entrepreneurial Excellence 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.

7.1 Expiration of Digital Asset Usage
Upon the termination of your Entrepreneurial Excellence License, your right to use new digital assets ceases immediately. However, a grace period of up to three (3) years from the date of termination may be granted for products that were already posted on the previously authorized link, under the following conditions:

7.1.1 Specifics of Grace Period Usage
The grace period ONLY applies to PDF products that were already created, finalized, and posted on the approved marketplaces specified in Section 5.12 BEFORE the termination date of your Entrepreneurial Excellence License. During this grace period, you are allowed to continue selling these pre-existing PDF products.

7.1.2 No Creation of New Products
Strictly no new PDF products or updates to existing PDF products can be created, modified, or posted using Smarty Symbols’ digital assets after the termination of your Entrepreneurial Excellence License. Failure to adhere to this condition will result in immediate account suspension and may incur legal consequences.

7.1.3 Post-Grace Period Engagement
After the expiration of the three-year grace period, if you wish to continue using the digital assets, you must engage with Smarty Symbols LLC to explore licensing options.

7.1.4 Record-Keeping
It is your responsibility to maintain accurate records concerning the posting dates of all PDF products on the approved marketplaces to verify their eligibility for the grace period.

7.1.5 Obligation to Delete Digital Assets
Upon the expiration or termination of your Entrepreneurial Excellence License, you are obligated to promptly delete all digital assets acquired under this license from any and all storage mediums and systems. This is to ensure that no new products can be created or modified using Smarty Symbols’ digital assets post-license expiration. Failure to comply will be considered a breach of this Agreement and may incur legal consequences.

  1. Indemnity

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.

This indemnification obligation will persist beyond the termination of your Entrepreneurial Excellence License and the expiration of this Agreement.

  1. Exclusion of Liability

You expressly acknowledge that the use of Smarty Symbols’ images under the Entrepreneurial Excellence 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.

  1. Termination

Smarty Symbols, LLC reserves the exclusive right to discontinue your Entrepreneurial Excellence 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.

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.

  1. Attribution

11.1 Mandatory Attribution Statement

All resources or products generated under the Entrepreneurial Excellence 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.”

11.2 Visual Credit

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.

  1. Jurisdiction and Venue

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.

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.

  1. DISCLAIMER OF WARRANTY

The images made available under the Entrepreneurial Excellence 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.

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.

  1. LAST UPDATE

This Entrepreneurial Excellence 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.

15.Modification of Terms

15.1 Process for Amendment

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.

15.2 What Constitutes an Amendment

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.

15.3 Notification and Acceptance

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.

15.4 Effective Date of Amendment

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

This version accounts for the online nature of the agreement and streamlines the process for amendment, making it more manageable for you. Feel free to adjust this sample clause as needed.

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.

  1. 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.

  1. 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].

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.