License
INDIVIDUAL MEMBERSHIP AGREEMENT (Monthly, Weekly or Annual membership, standard use license)
Last updated: January 4, 2025
LICENSEE:
The individual or entity listed as the purchaser when subscribing to smhub.co.
NUMBER OF USERS:
The license is for one user. Sublicensing or making the content available to others is strictly prohibited under the standard license.
TERMS OF USE:
The license permits personal and commercial use of the provided content.
Use is permitted on all social platforms, websites and digital paid advertising.
The following are prohibited from using the content:
Public performances, film or TV shows.
Development of web or mobile applications.
Any activity that does not comply with the terms of this agreement.
This INDIVIDUAL MEMBERSHIP AGREEMENT (the “Agreement”) contains the terms and conditions of a non-exclusive limited license to use the digital content (the “Licensed Assets”) hosted on www.smhub.co (the “Site”) by UAPP Ltd (“SMHUB”).
After completing a subscription or purchase, a confirmation will be sent to the email address you provided when registering or purchasing on the Site.
BY COMPLETING THE ORDERING PROCESS ON SMHUB.CO, YOU ACKNOWLEDGE THAT:
- You have read, understood, and agree to be bound by the terms of this Agreement.
- You are of legal age to form a binding contract with UAPP Ltd (“SMHUB”).
- If you are acting on behalf of a legal entity, you represent that you have the authority to enter into this Agreement on its behalf and to bind the legal entity to these terms.
If you do not agree to the terms of this Agreement, you may not use the Licensed Assets.
PARTIES
Some of the Licensed Assets offered on the Site are created and owned by UAPP Ltd (“SMHUB”), while others are created and/or owned by third-party content creators (each, a “Creator”) who have entered into a license agreement with SMHUB to sublicense their content on the Site.
This Agreement is between you or the entity identified as the purchaser during the checkout process (“You”), as the licensee, and UAPP Ltd (“SMHUB”), as the licensor on its own behalf or a sublicensor on behalf of the Creator.
ASSET MANAGEMENT
You may upload Licensed Assets only to: (i) a server owned and controlled by You, or (ii) a cloud storage service, cloud design application, or digital asset manager account controlled by You, in each case for use of the Licensed Assets solely as permitted by this Agreement.
STANDARD USE LICENSE.
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 Use" is defined as any use that: (i) involves the exchange of money or other consideration; (ii) is for the purpose of promoting a business (e.g., a sole proprietorship, corporation, or partnership), product, or service; or (iii) results in financial gain or other consideration, directly or indirectly, as a result of Your use of the Licensed Asset.
If one or more of the criteria in (i), (ii), and (iii) are met, such use is considered "commercial."
3.2. Non-Commercial Use (Personal)
"Non-Commercial Use" is defined as use for personal purposes only. Any use that meets the definition of "Commercial Use" cannot be considered non-commercial.
PERMITTED USES
This Agreement permits you to use the Licensed Assets in connection with social media, marketing, and digital advertising as follows:
4.1. Personal Social Networks for Non-Commercial Use
The License permits unlimited non-commercial use of the Licensed Assets on your personal social network accounts, including but not limited to the following platforms: Facebook, Instagram, TikTok, Twitter, LinkedIn and similar services.
4.2. Corporate Social Media for Commercial Use
The License permits unlimited commercial use of the Licensed Assets on your own or managed business social media accounts, including but not limited to the following platforms: Facebook, Instagram, TikTok, Twitter, LinkedIn and similar services.
The Licensed Assets may also be used in work products or materials created for a client or third party, provided that they are not further sold, redistributed or independently licensed.
4.3. Digital Advertising for Commercial Use
The License permits unlimited use of the Licensed Assets in online advertising, including but not limited to the following platforms: Google Ads, Bing Ads, Facebook Ads, LinkedIn Ads and similar services, solely for commercial use.
4.4. Advertising and Promotion Limitations
The License does not impose any limitation on the number of impressions of social media posts or advertisements containing the Licensed Assets, for either commercial or non-commercial use (where non-commercial use applies).
LICENSE LIMITATIONS
This Standard Use License is subject to the following restrictions:
5.1. Digital Development
Use of the Licensed Assets for software development, including websites, mobile applications, desktop applications and video games, is prohibited for both commercial and non-commercial use.
5.2. Public or Live Performance
The use or incorporation of the Licensed Assets in any public, pre-recorded or live performance, including radio, podcasts, live broadcasts, television broadcasts or film productions, is prohibited for either commercial or non-commercial use.
5.3. Trademark
The Licensed Assets may not be used as part of a trademark, service mark, design mark, trade name or similar use.
Under no circumstances does this Agreement grant you the right, and you shall not attempt to register, protect or enforce any trademark or similar rights with respect to the Licensed Assets.
5.4 Copyright
You may not claim the Licensed Asset (or modifications thereof) as your own copyrighted work. The original Licensed Asset must be excluded from any copyright registration application.
In addition, using the Licensed Asset to create derivative works of copyrighted work is prohibited.
5.5 Future Technologies
The license granted under this Agreement is limited to the uses expressly permitted herein. Use of the Licensed Assets in future technologies or for new applications not specified in this License Agreement is reserved and is not included in the scope of the license granted.
5.6. License Upgrade
Uses described in sections 5.1–5.5 may require a license upgrade or individual authorization. If you require expanded usage rights, please contact SMHUB for more information.
PROHIBITED USES.
This Agreement does not grant you the following rights, all of which are strictly prohibited and expressly reserved by SMHUB:
6.1 Resale or Sublicensing
Resale, sublicensing or any other distribution of the Licensed Asset, including modifications thereof, in source file form is strictly prohibited. For further information, please see Section 7 of this Agreement.
6.2. Resale or Sublicensing in Competing Products
Resale, sublicensing or any other use of the Licensed Asset, including modifications thereof, in forms that directly compete with the original Licensed Asset (e.g. as a standard asset or template) is strictly prohibited.
6.3. Publication or Distribution
Publication or distribution of the Licensed Asset in any manner that allows others to download, extract, or distribute the Licensed Asset as a standalone file (just the content file itself, separate from the project or end use expressly permitted by this Agreement) is strictly prohibited.
6.4. Prohibited Uses in Offensive, Illegal or Immoral Materials
Use of the Licensed Asset in pornographic, fraudulent, immoral, illegal, offensive or defamatory material is strictly prohibited, including, but not limited to, any use of the 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, others or animals; (ii) may cause injury or damage to any person or property; (iii) is intended to harm or exploit children, including displaying inappropriate content, asking for personal information or other similar activities; (iv) may constitute a crime or tort; (v) contains information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, invasive of privacy, harassing, humiliating to others (publicly or otherwise), threatening, offensive or otherwise objectionable; (vi) contains information or content that is illegal (including, without limitation, disclosure of inside information or trade secrets of third parties); (vii) contains information or content that you do not have a right to make available under any law or contractual obligations; (viii) contains information or content that you know to be incorrect or out of date; (ix) promotes racism, hatred, hostility or physical violence of any kind against groups or individuals.
6.5. Misrepresentation of Authorship and/or Ownership
Missing authorship or ownership of the Licensed Asset is strictly prohibited.
6.6 Uses Not Allowed in Section 4
Any use of the Licensed Assets not expressly permitted in Section 4 (“Permitted Uses”) is strictly prohibited.
USE BY CUSTOMER AND OTHER THIRD PARTIES PROHIBITED
Except as provided herein, any third party use of the Licensed Assets requires its own license.
This restriction does not prevent you from granting rights to third parties solely for the Permitted Uses set forth in Section 4 (for example, in the context of digital advertising or other permitted commercial uses).
INDIVIDUAL MEMBERSHIP SUBSCRIPTION
The Individual Membership Subscription is a subscription-based Agreement that grants you the right to use the Licensed Assets available in the SMHUB catalog for the Permitted Use during the term of your membership (“Membership Term”), which begins on the date of purchase.
After the Membership Term, you will no longer have the right to download or use any additional Assets. During the Membership Term, you may download Licensed Assets, provided that the frequency and quantity of downloads are reasonable. “Reasonable Use” means that you may download up to 40 Licensed Assets per day.
SMHUB prohibits the use of automated means, such as software or bots, to download Licensed Assets in bulk, as such use is not considered reasonable.
The restrictions and prohibitions set forth in this Agreement will survive the term of your membership.
TERMINATION
This License will automatically terminate upon expiration of the Membership Term unless you renew it for a subsequent Term. SMHUB reserves the right to terminate this License at any time if you breach any of the terms of this or any other agreement with SMHUB. Upon termination, you shall: (i) immediately cease using all Licensed Assets; (ii) delete or destroy all copies of the Licensed Assets; and (iii) upon request by SMHUB, confirm in writing that you have complied with these requirements.
If a Licensed Asset is used on a social media platform or other third-party website, and that platform or website uses (or intends to use) the Licensed Asset for its own purposes or in a manner that is contrary to the terms of this License Agreement, the rights to use such asset shall immediately cease. In such case, upon request by SMHUB, you shall remove the relevant content from said platform or website.
CONTENT REVOCATION
SMHUB reserves the right to terminate the licensing of any Licensed Asset at any time in its sole discretion. Upon notice from SMHUB or if you become aware that a Licensed Asset may be the subject of a third party infringement claim, SMHUB may require you to immediately and at your expense: (i) cease using the Licensed Asset; (ii) delete or destroy all copies of the Licensed Asset; and (iii) ensure that your distributors and/or sublicensees do the same.
In the event of termination of the Licensed Asset (except where such termination is due to your breach of this Agreement), SMHUB will provide you with replacement content (as determined by SMHUB in its reasonable commercial judgment) without charge, which will be SMHUB's sole obligation in such circumstances, subject to the other terms of this License Agreement.
INTELLECTUAL PROPERTY RIGHTS
SMHUB, its licensors and contributors retain all right, title and interest in and to the Licensed Assets that are not expressly granted to you in this Agreement. These rights are protected by Ukrainian and international copyright and trademark laws and treaty provisions.
You may be held legally responsible for any intellectual property infringement caused or encouraged by your failure to comply with this Agreement.
You acknowledge that each jurisdiction may have different laws governing the rights of persons or property depicted in the Licensed Assets. You agree to comply with all applicable laws when using the Licensed Assets in the relevant jurisdiction.
You agree not to isolate, highlight or otherwise display trademarks or images of people contained in the Licensed Assets in a manner that infringes the trademark or personal rights of any third party.
You will not use the Licensed Assets in any manner that is pornographic, malicious or misleading.
INDEMNIFICATION AND RELEASE
You agree to defend, indemnify, and hold harmless SMHub and its subsidiaries, affiliates, officers, directors, agents, partners, and employees (collectively, the “SMHub Parties”) from and against any claim or demand, including reasonable attorneys’ fees, arising out of your use of the Licensed Asset.
You hereby release the SMHub Parties and their successors in title from and against any claim, demand, damage, loss, right, or cause of action of any kind, including personal injury, death, or property damage, that is directly or indirectly related to the Licensed Asset or your use thereof.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, WILL ANY SMHUB PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY KIND. THIS INCLUDES BUT IS NOT LIMITED TO THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RELATED TO THE LICENSED ASSET, WHETHER OR NOT SMHUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.In no event will SMHub's total liability to you exceed the amount received by SMHub from you as a result of the Licensed Asset at the time you first file a claim. If you have not paid SMHub for the use of the Licensed Asset, SMHUB'S SOLE AND EXCLUSIVE LIABILITY WILL BE LIMITED TO TEN U.S. DOLLARS ($10.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF SUCH LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE TERMS OF THE AGREEMENT BETWEEN YOU AND SMHUB.
CREATOR'S RIGHT TO TAKE ACTION
You acknowledge and agree that, in addition to any rights granted to SMHub under this Agreement, the Creator is affected by your improper use of the Licensed Asset, including any use of the Licensed Asset in violation of this Agreement, has the right to take legal action against you and any other unauthorized users of such Licensed Asset.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of England and Wales applicable to agreements made and to be entirely performed within such jurisdiction, without regard to its conflict of laws principles. For matters relating to SMHub's operations in Ukraine, Ukrainian law shall apply where appropriate. Any legal action of any nature brought by you or SMHub shall be brought in the courts of England and Wales, except to the extent that Ukrainian law expressly governs certain aspects of this Agreement. Both parties hereby consent to and waive any objection as to lack of personal jurisdiction or inconvenience of forum in such courts. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) is expressly excluded from this Agreement.
DISPUTE RESOLUTION
You and SMHub agree that in the event of any disagreements, claims, disputes, or controversies arising out of or relating to this Agreement, its breach, enforcement, interpretation, or validity, both parties shall first attempt to resolve the matter in good faith. This will be done by providing the other party with written notice describing the facts and circumstances of the dispute and allowing the receiving party 30 days to respond or resolve the matter. Such notice must be sent to us at: info.smhubco@gmail.com.
You and SMHub agree that this dispute resolution procedure is a mandatory prerequisite that must be fulfilled before initiating any legal proceedings or filing any claims against the other party.IF ANY DISPUTE CANNOT BE RESOLVED THROUGH THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR SUCH DISPUTE SHALL BE MANDATORY INDIVIDUAL ARBITRATION. INDIVIDUAL ARBITRATION MEANS YOU WILL NOT HAVE THE RIGHT TO HAVE YOUR CLAIMS HEARD BY A JUDGE OR JURY, AND YOU MAY NOT PROCEED AS A PART OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Other rights you and SMHub would have in court may not be available or may be more limited in arbitration, including rights to discovery and appeal. All such disputes shall be submitted exclusively to JAMS (www.jamsadr.com) for mandatory arbitration under its then-current rules, conducted in the jurisdiction of England and Wales (or another mutually agreed location) before a single arbitrator mutually agreed upon by both parties. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or part of this Agreement is void or invalid.
ENTIRE AGREEMENT
This Agreement, together with the Terms of Use, Privacy Policy, and any other agreements related to your use of a Licensed Asset, constitutes the entire understanding between the parties concerning the subject matter herein. It supersedes all prior discussions, agreements, and representations, whether oral or written, and whether executed or not by you and SMHub.
BINDING EFFECT
This Agreement is legally binding on and will benefit the parties involved, including their successors, administrators, heirs, affiliates, and authorized assigns.
NO WAIVER
No failure or delay by SMHub in exercising any right or privilege under this Agreement, including the right to cancel, shall be deemed a waiver of such right or privilege. Similarly, any single or partial exercise of such a right or privilege shall not preclude the further exercise of that or any other right or privilege.
SEVERABILITY
If any provision of this Agreement is found to be unenforceable or invalid under applicable law: (i) such unenforceability or invalidity shall not affect the validity or enforceability of any other provision of this Agreement; (ii) this Agreement shall be interpreted as if the unenforceable or invalid provision were not included; and (iii) the parties agree to negotiate in good faith to replace the unenforceable or invalid provision with one that closely reflects the original intent and effect of the provision being replaced.
RETURNS / REFUNDS
No refunds or exchanges are allowed. However, if something goes wrong with your order, we will make every reasonable effort to address and resolve any problems or issues.
MODIFICATIONS
SMHub reserves the right to modify this Agreement by posting an updated version on the Site. The version of the Agreement that is current at the time of your purchase will apply to that purchase, even if a Licensed Asset is downloaded after the Agreement has been updated. Updated versions of the Agreement will not apply retroactively to prior purchases unless you are notified of the changes, they do not negatively impact your rights, and you expressly agree to the updated terms (e.g., by clicking "Agree").