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Materia

021 014 Mobile Infant Toy Baby Sleep

Standard Commercial License

Vectopus Standard Commercial License Agreement

**This License Agreement ("Agreement")** is entered into by and between the purchaser or
downloader, herein referred to as the "Licensee," and Vectopus FZ-LLC ("Vectopus"), a company
incorporated under the laws of the United Arab Emirates.

By purchasing or downloading digital assets from Vectopus.com, the Licensee agrees to be
bound by the terms and conditions set forth in this Agreement.

## 1. Grant of License

Vectopus grants the Licensee a non-exclusive, non-transferable, worldwide license to use the
digital assets ("Licensed Assets") purchased or downloaded from Vectopus for both commercial
and personal projects under the following terms.

## 2. Permitted Uses

**The Licensee is authorized to:**

*  Incorporate the Licensed Assets into commercial projects, including but not limited to advertisements, websites, illustrations, videos, and printed materials.
*  Use the Licensed Assets in an unlimited number of projects for the Licensee or on behalf of the Licensee's clients.
*  Any personal, commercial, editorial, or client-related purposes.
*  Alteration, cropping, or modification in any manner.
*  The Licensed Material is allowed for reproduction in various forms such as:
    1. Printed materials, advertisements, packaging.
    2. Presentations, videos, online platforms.
    3. Computer games, multimedia endeavors.
    4. Applications for both smartphones and desktops, irrespective of being free or paid.

## 3. Restrictions

**The Licensee is restricted from:**

*  Resale: Selling, redistributing, or sub-licensing the Licensed Assets as standalone files.
*  Modification: Modifying the Licensed Assets and distributing the modified assets as new standalone files.
*  End Products: Using the Licensed Assets in a manner that directly competes with the original asset or Vectopus's business.
*  Redistributed as part of an icon set.
*  Included in any work meant for reproduction by a third party, such as electronic, web, design, or presentation templates. In case the icons/illustrations are purchased to be used in sold templates on market places approval must be given by the creator of the digital assets.
*  Used in logos or trademarks.
*  Employed in creating content that is pornographic, libelous, obscene, or defamatory.

## 4. Intellectual Property

*  All Licensed Assets remain the property of Vectopus or its contributors and suppliers. This Agreement does not transfer ownership rights to the Licensee.
*  Vectopus retains all rights not expressly granted by this Agreement.

## 5. Termination

This Agreement is effective until terminated by either party. Vectopus reserves the right to terminate this Agreement at any time if the Licensee fails to comply with any term or condition herein.
Upon termination, the Licensee must immediately cease all use of Licensed Assets and destroy all copies.

## 6. Warranty and Liability

The Licensed Assets are provided "as is," without warranty of any kind, either express or implied. Vectopus shall not be liable for any damages arising out of the use or inability to use the Licensed Assets. Suppliers of the digital assets are held responsible for the content they are providing. Vectopus serves it’s purpose as a platform where suppliers and buyers connect and run their business.

## 7. Acknowledgment

By using any Licensed Assets from Vectopus, the Licensee acknowledges having read this
Agreement, understood it, and agreed to be bound by its terms and conditions.


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**Legal Disclaimer and Limitation of Liability**

Vectopus offers the Licensed Assets to the Licensee without any form of warranty, explicitly or implicitly stated, thereby
negating any assurance of their suitability for specific purposes or their quality. Vectopus explicitly disclaims any liability
for direct, indirect, incidental, or consequential damages that may arise from the Licensee's use of the Licensed Assets.


By engaging with these assets, the Licensee commits to indemnify and hold Vectopus harmless against any claims,
losses, liabilities, or expenses, including reasonable attorneys' fees, that may arise from their misuse of the Licensed
Assets, any breach of this Agreement, or any infringement of third-party rights.


Should the Licensee fail to adhere to any term or condition of this Agreement, it will result in its immediate termination.
This termination obligates the Licensee to promptly cease all use of the Licensed Assets and to destroy any copies in
their possession.


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