BRAND MEMBERSHIP AGREEMENT(Standard Use License)
Last updated: 3-5-2024
The individual or legal entity listed as purchaser during checkout process. License limited to 1 user.
You will not share access to Your User Account or access information for Your Account with any third
party. Sub-licensing to others is not permitted under the Standard Use License.
Personal or commercial use on all social media accounts, websites and digital paid advertisements
(excluding use in connection with public performances, film or television broadcasts, or web or
mobile app development performances).
ThisBRANDMEMBERSHIPAGREEMENT(“Agreement”)containsthetermsandconditionsofthe
non-exclusive,limitedcopyrightlicensetousethedigitalcontent(“LicensedAssets”)madeavailable
on www.themaskedvault.com. Once purchased, a confirmation will be emailed to the email address
you provided The Masked Vault at the time of purchase.
BY COMPLETING THE CHECKOUTPROCESS ON THE SITE, YOU REPRESENT THAT: (1)
YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS &
CONDITIONS OF THIS AGREEMENT; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING
CONTRACT WITH THE MASKED VAULT, AND (3) IF YOU ARE A LEGAL ENTITY, THE
PERSON SIGNING THIS AGREEMENT HAS THE AUTHORITY TO ENTER INTO THIS
AGREEMENT ON BEHALF OF THE LEGAL ENTITY AND TO BIND THE LEGAL ENTITY TO
THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY
NOT USE ANY LICENSED ASSET.
You may only upload a Licensed Asset to (i) a server owned and controlled by You or (ii) a cloud
storage service, cloud-based design app, or digital asset manager, account controlled by You, in
each case for use of a Licensed Asset by You as permitted herein.
This Agreement permits Non-commercial use and Commercial use, as these terms are defined
herein, of the Licensed Assets, as expressly specified in and limited by Sections 4 through 7.
3.1. Commercial Use
“Commercial”useisanyuse:(i)thatinvolvesanexchangeofmoneyorotherconsideration,(ii)that
promotes a business (e.g., sole proprietorship, corporation, or partnership), product, or service, or
(iii) where financial gain or other consideration is either sought or a result, directly or indirectly, of
Your use of a Licensed Asset. If any one or more of the criteria in (i), (ii), and (iii) is met, then the use
isdeemed“Commercial”.
3.2. Non-commercial Use (Personal)
“Non-commercial”useisauseforsolelypersonalpurposes;anyusethatmeetsthedefinitionof
“Commercialuse”cannotbeaNon-commercial use.
This Agreement permits You to use the Licensed Assets in social media, marketing, and digital
advertisements as follows:
4.1. Personal Social Media for Non-Commercial Use
Unlimited non-commercial use in Your social media accounts (e.g. Facebook, Instagram, Tik Tok,
Twitter, LinkedIn, and similar platforms.).
4.2.Company Social Media for Commercial Use
Unlimited commercial use for the social media accounts of Your owned and managed business
social media accounts (e.g. business Facebook, Instagram, Tik Tok, Twitter, LinkedIn and similar
platforms). An Extended Use License (or Partner Membership Subscription) is required if You want
to include any Licensed Asset in materials or work product You create for a client or other third
party.
4.3. Digital Advertisements for Commercial Use
Unlimited use in internet advertisements such as advertisements served by Google Ads, Bings Ads,
Facebook Ads, LinkedIn Ads, etc. for Commercial use.
4.4.Quantity Limitations on Promotion and Advertisements
There is no limit on the number of impressions of social media posts or advertisements incorporating
a Licensed Asset for Commercial use or Non-commercial use (where Non-commercial use is
applicable).
5.1. Digital Development
Use of a Licensed Asset for Website Software Development, Mobile App Development, Desktop
Application Development, and Video Game Development is prohibited for both Commercial use and
Non-commercial use.
5.2. Public or Live Performance
Use or incorporation of the Licensed Asset in any public, pre-recorded or live performance, including
radio, podcast, live-streaming, television broadcasts, or film productions, is prohibited for both
Commercial use and Non-commercial use.
5.3.Trademark
Licensed Assets may not be used as part of a trademark, service mark, design mark, tradename, or
similar use. In no event does this Agreement allow You to — and You shall not seek to — register,
protect, or enforce any trademark or similar rights in a Licensed Asset
5.4. Copyright
You may not claim a Licensed Asset (or a modification thereof) as its own copyrighted work (the
original Licensed Asset must be disclaimed in any copyright registration). You may not use a
Licensed Asset to create a derivative work.
5.5. Future Technologies
The license granted herein is limited to the expressly permitted uses stated in this License
Agreement. Future-existing technologies and uses are expressly reserved and not included within
the scope of the license.
5.6. License Upgrade
The uses described in Sections 5.1 through 5.5 may be available with an Extended Use License, a
Partner Member Subscription or a custom license.
Nothing in this Agreement grants You any of the following rights, all of which rights are strictly
prohibited and expressly retained by The Masked Vault:
6.1. Resale or Sub-Licensing a Licensed Asset or any modification of it in source file form is strictly
prohibited. See Section 7 below for further information.
6.2. Resale or Sub-Licensing of a Licensed Asset or any modification of it in a way that is directly
competitive with the original Licensed Asset is strictly prohibited (e.g., as a stock asset or template)
6.3. Making public or sharing a Licensed Asset in any way that allows others to download, extract, or
redistribute a Licensed Asset as a standalone file (meaning just the content file itself, separate from
the project or end use that is expressly permitted) is strictly prohibited.
6.4. Use of the Licensed Asset in pornographic, fraudulent, immoral, infringing, illegal, harassing,
offensive, or defamatory material, is strictly prohibited, including, without limitation, any use of a
Licensed Asset that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress,
death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any
animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to
harm or exploit children by exposing them to inappropriate content, asking for personally identifiable
details or otherwise;(iv) may constitute or contribute to a crime or tort; (v) contains any information or
content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory,
infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people
(publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any
information or content that is illegal (including, without limitation, the disclosure of insider information
under securities law or of another party’s trade secrets); (vii) contains any information or content that
you do not have a right to make available under any law or under contractual or fiduciary
relationships; (viii) contains any information or content that you know is not correct and current; or
(ix) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.
6.5. Falsely representing authorship and/or ownership of a Licensed Asset is strictly prohibited.
6.6.AnyotherusethatisnotexpresslypermittedinSection4(“PermittedUses”)isstrictly
prohibited.
Except as provided herein, third-party use requires the third party to obtain its own license unless
You have obtained an Extended Use License or a Partner Membership Subscription. This restriction
does not prohibit You from sublicensing Your rights to third parties solely in connection with the
Permitted Uses outlined in Section 4 (e.g., digital advertisers).
The Brand Membership Subscription is a subscription-based Agreement that permits you to use any
Licensed Asset within The Masked Vault catalogue in connection with the Permitted Uses during the
termofYourmembership(the“MembershipTerm”),commencingonYourdateofpurchase.When
Your Membership Term expires you will not be permitted to download or use any additional
assets. During your Membership Term, you may download the Licensed Assets provided that the
frequency and quantity of downloads of Licensed Assets is reasonable. “Reasonable”meansthat
you may download up to 50 Licensed Assets per day. The Masked Vault considers downloading
Licensed Assets by any automatic means, such as software, bots, etc., not reasonable, and
therefore it is prohibited. The limitations and restrictions of the license granted under this Agreement
will remain in effect through the period of Your Membership Term.
This License will automatically terminate on the conclusion of the Membership Term unless You
renew it for a subsequent Term. The Masked Vault may terminate this license granted hereunder at
any time if You breach any of the terms of this or any other agreement with The Masked Vault, in
which case You must immediately: (i) cease using all Licensed Assets; (ii) delete or destroy any
copies; and (3) if requested, confirm to The Masked Vault in writing that You have complied with
these requirements. Further, if You use a Licensed Asset on a social media platform or other thirdparty website and the platform or website uses (or communicates that it plans to use) a Licensed
Asset for its own purpose or in a way that is contrary to this License Agreement, the rights granted
for such use shall immediately terminate, and in that event, upon The Masked Vault’s request, You
agree to remove any content from such platform or website.
The Masked Vault may discontinue licensing any Licensed Asset at any time in its sole discretion.
Upon notice from The Masked Vault, or upon Your knowledge, that a Licensed Asset may be subject
toaclaimofinfringementofathirdparty’sright,TheMaskedVaultmayrequireYoutoimmediately,
and at Your own expense: (i) cease using the Licensed Asset; (ii) delete or destroy any copies; and
(3) ensure that Your distributors and/or sublicensees do likewise. In the event that a Licensed Asset
is discontinued (unless the Licensed Asset is discontinued as a result of Your breach of this
Agreement) The Masked Vault will provide you with replacement content (determined by The
Masked Vault in its reasonable commercial judgment) free of charge, as its sole obligation, subject
to the other terms of this License Agreement.
The Masked Vault, its licensors and contributors retain all right, title, and interest in and to the LICENSED ASSETS not expressly granted by this Agreement. Such rights are protected by the
United States and International Copyright and Trademark laws and international treaty provisions.
You may be held legally responsible for any intellectual property infringement that is caused or
encouraged by Your failure to abide by the terms of this Agreement. You are aware that each
jurisdiction in the world may have different laws pertaining to the rights of individuals or property
depicted in the licensed content, and the You will comply with all such laws in use of the licensed
content in the applicable jurisdiction. You will not isolate, emphasize, or otherwise display
trademarks or people depicted in the Licensed Assets in a way that violates the trademark or
personal rights of third parties. You will not use the Licensed Asset in any pornographic, malicious,
or misleading manner.
You will defend, indemnify and hold The Masked Vault, and its subsidiaries, affiliates, officers,
directors,agents,partnersandemployees(collectively,the“TheMaskedVaultParties”)harmless
fromanyclaimordemand,includingreasonableattorney’sfees,arisingoutofYouruseofa
Licensed Asset. You hereby release The Masked Vault Parties and their successors from claims,
demands, any and all losses, damages, rights, and actions of any kind, including personal injuries,
death, and property damage that is either directly or indirectly related to or arises from any Licensed
Asset or use thereof. If You are a California resident, You waive Your rights under California Civil
Code1542,whichsays:“Ageneralreleasedoesnotextendtoclaimswhichthecreditordoesnot
now or suspect to exist in his favor at the time of executing the release, which if known by him must
havemateriallyaffectedhissettlementwiththedebtor.”
LIMITATION OF LIABILITY: IN NO EVENT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE,
SHALL ANY THE MASKED VAULT PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR
ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY
KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM A LICENSED
ASSET, WHETHER OR NOT THE MASKED VAULT HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL THE MASKED VAULT BE LIABLE TO
YOU IN THE AGGREGATE FOR MORE THAN THE AMOUNT RECEIVED BY THE MASKED
VAULT AS A RESULT OF YOUR USE OF A LICENSED ASSET DURING WHICH YOUR FIRST
ASSERTS A CLAIM. IF YOU HAVE NOT PAID THE MASKED VAULT ANY AMOUNTS DURING
WHICH YOU FIRST ASSERT ANY SUCH CLAIM, THE MASKED VAULT’S SOLE AND
EXCLUSIVE LIABILITY SHALL BE LIMITED TO TEN DOLLARS ($10.00). FOR THE AVOIDANCE
OF DOUBT, THE MASKED VAULT’S LIABILITY WILL BE LIMITED TO SUCH AMOUNTS IN THE
AGGREGATE FOR BOTH THIS AGREEMENT AND THE TERMS OF USE. CERTAIN
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.
IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR
LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. THE
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE
BASIS OF THE BARGAIN BETWEEN YOU AND THE MASKED VAULT.
You acknowledge and agree that, in addition to any rights of The Masked Vault hereunder, the
Creator adversely affected by Your improper use of a Licensed Asset, including any use of a
Licensed Asset in violation of this Agreement, shall have the right to take legal action against You
and any other unauthorized users of such Licensed Asset.
This Agreement is governed by and construed in accordance with the laws of the State of California
applicable to agreements made and to be entirely performed within the State of California, without
regard to its conflict of law principles. Any legal action (as provided for in section 16) of whatever
nature brought by either You or The Masked Vault shall be commenced or prosecuted in the state and federal courts located in Los Angeles County, California, and the parties hereby consent to, and
waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue
and jurisdiction in such state and federal courts. Application of the United Nations Convention on
Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act
(UCITA) are excluded from this Agreement.
This Agreement along with the Terms of Use, the Privacy Policy, and any other agreement ancillary
to Your use of a Licensed Asset, constitutes the entire understanding between the parties
concerning the subject matter hereof and supersede all prior discussions, agreements and
representations, whether oral or written and whether or not executed by You and The Masked Vault.
This Agreement will inure to the benefit of and be binding upon the parties, their successors,
administrators, heirs, affiliates and assigns. No failure or delay on the part of The Masked Vault in
the exercise of any right or privilege hereunder, including the right to cancel, shall operate as a
waiver thereof, nor shall any single or partial exercise of such right or privilege preclude other or
further exercise thereof or of any other right or privilege.
In the event any one or more of the provisions of this Agreement is held to be unenforceable or
invalid under applicable law: (i) such unenforceability or invalidity shall not affect any other provision
of this Agreement; (ii) this Agreement shall be construed as if said unenforceable or invalid provision
had not been contained herein; and (iii) the parties shall negotiate in good faith to replace the
unenforceable or invalid provision by such as has the effect nearest to that of the provision being
replaced.
Due to the nature of digital downloads and digital products, all sales are final, and we cannot accept
returns or refunds. If something goes wrong with Your order, we will make every reasonable effort to
fix any problem(s) or issue(s).
The Masked Vault may modify this Agreement by posting an updated version on the Site. The then
current version of the Agreement posted at the time of purchase shall apply to purchases (even if a
Licensed Asset is downloaded after the License Agreement is updated). Updated versions of the
License Agreement shall not apply retroactively to prior purchases unless either (1) You are notified
of its option to apply the updated terms to prior purchases and expressly agree (e.g., via clicking
“Agree”)or(2)suchmodificationdoesnotadverselyaffectanyofYourrightsand(3)TheMasked
Vault notifies You of the changes and that they will apply retroactively (e.g., via email to the address
on file).
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