License Agreement – Design Assets

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This License Agreement ("Agreement") is a legal agreement between you ("User") and Overlude s.r.l. ("Overlude", "we", "us", or "our"), governing your access to and use of design assets ("Assets") made available through our website https://overlude.com ("Website"). By downloading, accessing, or using any of the Assets, you agree to be bound by the terms of this Agreement.

1. Types of Assets

• Free Assets: Design assets available for download at no cost.

• Plus Assets: Premium design assets accessible exclusively to users subscribed to the Overlude Plus plan.

2. Intellectual Property

All intellectual property rights, including copyrights, trademarks, and any other proprietary rights in the Assets, are and will remain the exclusive property of Overlude s.r.l. This Agreement does not constitute a sale and does not grant you any ownership rights in the Assets.

3. License Grant

Overlude grants you a limited, non-exclusive, non-transferable, worldwide license to use the Assets under the conditions outlined below. This license applies only to the extent permitted by this Agreement and does not allow sublicensing.

4. Permitted Uses

You may:

• Use the Assets in personal and commercial projects.

• Modify, adapt, or combine the Assets with other creative works.

• Use the Assets across digital and print media formats (e.g., websites, social media, apps, marketing materials, packaging).

5. Restrictions

You may not:

• Resell, redistribute, sublicense, or share the Assets in their original or modified form.

• Use the Assets in any product or service that competes directly with Overlude or overlude.com.

• Include the Assets as downloadable resources (e.g., in templates, UI kits, or design libraries) unless they are significantly transformed and not the main value of the product.

• Claim ownership or authorship of the Assets, whether original or modified.

6. Termination

This Agreement remains in effect unless terminated. We reserve the right to terminate this license at any time if you breach any of its terms. Upon termination, you must immediately delete all copies of the Assets in your possession or control.

7. Disclaimer of Warranties

All Assets are provided “as is” and “as available.” Overlude makes no warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

8. Limitation of Liability

To the fullest extent permitted by law, Overlude s.r.l. shall not be liable for any direct, indirect, incidental, special, or consequential damages arising from the use or inability to use the Assets, even if we have been advised of the possibility of such damages.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Italy. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Rome, Italy.