This summary is for convenience only. The numbered terms below are the agreement.
This Commercial Resale License Agreement (the “Agreement”) is between IMPASTO, a sole proprietorship based in the State of New York, United States (“IMPASTO”, “we”, “us”), and the person or business named as the licensee at checkout (“Licensee”, “you”). You accept this Agreement by ticking the acceptance box on the licensing page and completing payment. If you are purchasing on behalf of a business, you represent that you are authorised to bind it. This Agreement is a contract and is enforceable as one, independently of any copyright, trade-mark or other registration.
The “Licensed Works” are the artworks listed on the license certificate issued after payment (the “Certificate”), delivered as high-resolution desktop and/or mobile image files as available for each work. Nothing not listed on the Certificate is licensed. IMPASTO preview images of the Licensed Works (watermarked, cropped or downscaled renderings shown on impastopaper.com) are the “Marketing Previews”.
Subject to full payment and your continued compliance with this Agreement, IMPASTO grants you a perpetual, non-exclusive, non-transferable, non-sublicensable (except as set out in Section 5) license, solely within the Territory, to:
The “Territory” is the single country you declare at checkout and which appears on your Certificate. You may market and sell the Licensed Works only to customers located in the Territory. Your storefronts and advertising must be directed at the Territory (for example by language, currency, and geographic targeting or restriction settings where the platform offers them). You must not target, advertise to, or knowingly sell to customers outside the Territory. A sale outside the Territory is unlicensed and a material breach. Additional territories may be licensed separately at impastopaper.com/license.
You may grant each of your end-user customers a personal-use license on terms no less protective of IMPASTO than the following, which you must present to them: the wallpapers may be used on the customer’s own devices only; they may not be redistributed, resold, shared, printed, used in products or merchandise, or used for any commercial purpose. You are solely responsible for your customers, your storefront, your payments, and your customer support. You may not grant any other sublicense.
You must not, and must not permit anyone else to:
You set your own retail prices. The license fee shown at checkout is a one-time fee; no royalties or reports are due. The fee is exclusive of all taxes. You are responsible for any VAT, sales, digital-services, withholding or similar taxes that apply to your purchase or to your own sales, and for registering and remitting as required in the Territory. If any withholding applies to your payment to IMPASTO, you must gross up so that IMPASTO receives the full fee.
This license is non-exclusive. IMPASTO remains free to sell the Licensed Works directly to anyone anywhere, including in the Territory, and to license the same works to other licensees anywhere, including in the Territory. No exclusivity, right of first refusal or minimum-price undertaking is given or implied. Exclusive arrangements are available only under a separate written agreement signed by IMPASTO.
Payment is taken by Stripe at checkout. On confirmed payment IMPASTO will make the files available on a private delivery page and by email, together with the Certificate. Because the Licensed Works are digital goods supplied to a business and delivered immediately, the license fee is non-refundable once the files have been made available, except where required by law. If a file is corrupt or missing, contact us and we will supply a replacement. Initiating a chargeback or payment dispute on a delivered license is a material breach and terminates the license immediately under Section 14. You are responsible for safeguarding your files and links; IMPASTO may, at its discretion, re-issue links on request.
The Licensed Works, the Marketing Previews, the IMPASTO name and all associated rights are and remain the property of IMPASTO. This Agreement is a license, not a sale, and grants no rights by implication, estoppel or otherwise beyond those expressly stated. All rights not expressly granted are reserved.
Some artwork titles and subjects refer to real places, vehicles, products, brands, films or cultural works for descriptive and artistic purposes. IMPASTO grants no rights in, and makes no representation about, any third-party name, trade mark, design, likeness or copyright, and makes no warranty of non-infringement. The Licensed Works are provided “as is” without warranty of any kind, express or implied, including merchantability, fitness for a particular purpose and non-infringement. You are solely responsible for determining that your use, marketing and sale of the Licensed Works is lawful in the Territory — including under local intellectual-property, consumer-protection, advertising, tax and data-protection law — and you may retitle works for your market if you consider it prudent.
You will defend, indemnify and hold harmless IMPASTO and its owner from and against all claims, losses, damages, fines, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to your sales, marketing, storefronts, customers, taxes, or any breach of this Agreement.
To the fullest extent permitted by law, IMPASTO’s total liability under or in connection with this Agreement is limited to the license fee you paid for the affected license, and IMPASTO is not liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, however arising.
This Agreement starts on payment and continues indefinitely unless terminated. IMPASTO may terminate this Agreement and the license immediately by notice to your checkout email if you breach Section 4, 5, 6 or 9, initiate a chargeback, or commit any other material breach that is not cured within 7 days of notice. On termination you must, within 7 days, stop all marketing and sales of the Licensed Works, remove them from every storefront and advertisement, permanently delete all copies and download links, and confirm this in writing on request. Licenses you validly granted to end users before termination survive. No fee is refundable on termination. Sections 5 through 19 survive termination.
You will keep reasonable records of where the Licensed Works were marketed and sold for two years after each sale. On IMPASTO’s written request (not more than once in any twelve-month period) you will confirm in good faith the territories in which Licensed Works were sold and the storefronts used.
You acknowledge that a breach of Sections 4, 5, 6 or 9 would cause IMPASTO irreparable harm for which damages would be an inadequate remedy, and that IMPASTO is entitled to injunctive and other equitable relief, without the need to post a bond, in addition to any other remedy. IMPASTO may also notify platforms, marketplaces and payment processors of unlicensed sales.
This Agreement is governed by the laws of the State of New York, United States, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in New York County, New York have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and you consent to their jurisdiction and venue; IMPASTO may additionally seek injunctive relief in any court of competent jurisdiction, including in the Territory. The prevailing party in any proceeding is entitled to recover its reasonable attorneys’ fees and costs.
You may not assign or transfer this Agreement or the license, by operation of law or otherwise, without IMPASTO’s prior written consent. IMPASTO may assign this Agreement in connection with a sale or transfer of its business or of the Licensed Works.
This Agreement (together with the Certificate) is the entire agreement between the parties regarding the Licensed Works and supersedes all prior discussions. Any variation must be in writing and signed by IMPASTO. If any provision is held unenforceable it will be modified to the minimum extent necessary and the rest remains in force. A failure to enforce is not a waiver. Notices may be given by email: to you at your checkout email, and to IMPASTO through the contact form at impastopaper.com. The English-language version controls. This Agreement may be accepted electronically and that acceptance is binding.