2-Year Exclusive License Agreement

This 2-Year Exclusive License Agreement ("Agreement") is entered into by and between Swiirl, Inc. ("Licensor") and the registering entity ("Licensee"). By purchasing content from the Swiirl platform, Licensee agrees to the terms and conditions outlined in this Agreement. This Agreement is effective as of the date of purchase of the content ("Effective Date").

1. Grant of License

1.1 Exclusive License: Licensor grants Licensee an exclusive, non-transferable, worldwide license to use the purchased content ("Content") for a period of two (2) years from the Effective Date.

1.2 Permitted Uses: Licensee is permitted to use the Content in marketing materials, advertisements, social media, websites, and other promotional materials, both online and offline, within the scope of the Licensee's business activities.

1.3 Modifications: Licensee may modify the Content for their specific needs, provided that such modifications do not violate any other terms of this Agreement.

1.4. Owner's Personal Use: The original content owner retains the right to use the Content for personal use or display. This includes, but is not limited to, showcasing the Content in personal portfolios, on personal websites, or in personal spaces such as homes or offices. The owner may also display the Content on their personal social networks, provided it is not used for commercial purposes.

2. Restrictions

2.1 Non-Transferable: Licensee may not transfer, sublicense, or assign this license or the Content to any third party without the prior written consent of Licensor.

2.2 Prohibited Uses: Licensee shall not use the Content in any way that is unlawful, defamatory, obscene, or otherwise harmful or offensive, nor in any manner that could harm the reputation of the Licensor or the original creator.

2.3 No Redistribution: Licensee may not distribute, sell, or offer the Content as-is to any other party.

3. Intellectual Property Rights

3.1 Ownership: All rights, title, and interest in and to the Content, including all intellectual property rights, are and shall remain the exclusive property of Licensor and the original creator.

4. Term and Termination

4.1 Term: This license is effective for two (2) years from the Effective Date.

4.2 Termination for Breach: Licensor reserves the right to terminate this license immediately if Licensee breaches any terms of this Agreement. Upon termination, Licensee must cease all use of the Content and delete or destroy any copies of the Content.

5. Indemnification

5.1 Licensee Indemnity: Licensee agrees to indemnify, defend, and hold harmless Licensor and its affiliates, and the original creator, from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to Licensee's use of the Content.

6. Limitation of Liability

6.1 No Warranty: The Content is provided "as is" without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

6.2 Limitation of Damages: In no event shall Licensor or its affiliates be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the use of the Content, even if advised of the possibility of such damages.

7. Additional Terms

7.1 Exclusive Nature: During the term of this Agreement, the Content will not be available for use by any other party, ensuring exclusive use by the Licensee.

8. General Provisions

8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state in which Licensor is incorporated, without regard to its conflict of law principles.

8.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings with respect to such subject matter.

8.3 Amendments: Any amendments or modifications to this Agreement must be in writing and signed by both parties.

By proceeding with the purchase, you acknowledge that you have read, understood, and agree to be bound by these terms. If you have any questions or require further clarification, please contact Swiirl support.