End User License Agreement

Agreement Overview

End User License Agreement

This End User License Agreement (“Agreement” or “EULA”) is a legally binding agreement between you (“User,” “you,” or “your”) and Emphos Group (“Emphos Group,” “we,” “us,” or “our”), a company located at 9398 Coote Street, Chilliwack, BC, V2P 6B5, Canada, governing your use of any digital product, software, template, file, content, or other electronically delivered item purchased or obtained through our services (collectively, the “Licensed Product”).

This Agreement supplements and should be read together with the Terms of Service, Privacy Policy, Digital Delivery Policy, and Refund Policy, all of which are incorporated by reference. If there is any conflict between this EULA and those other policies with respect to licensing and use of a Licensed Product, this EULA governs.

If you do not agree to the terms of this Agreement, do not purchase, download, access, or use the Licensed Product. If you have already purchased a Licensed Product and do not agree to these terms, contact EMPHOS Group within 7 days of purchase to request a refund in accordance with the Refund Policy.

Section 1

Definitions

For the purposes of this Agreement, the following terms have the meanings set out below:

• “Licensed Product” means any digital product, software application, template, design asset, audio or video file, document, course, e-book, plugin, script, tool, license key, or other digitally delivered item purchased or obtained from Emphos Group.
• “License” means the limited, non-exclusive, non-transferable right to use the Licensed Product granted under this Agreement.
• “Personal Use” means use by a single individual for private, non-commercial purposes that do not generate revenue, directly or indirectly.
• “Commercial Use” means any use of the Licensed Product in connection with a business, trade, profession, or any activity intended to generate revenue or economic benefit, whether directly or indirectly.
• “End Product” means a finished work created by you using the Licensed Product, including but not limited to a website, application, publication, design, or media item.
• “Intellectual Property Rights” means all copyright, trademark, patent, trade secret, moral rights, and any other proprietary rights recognized under applicable law.
• “Services” means the Emphos Group website, online store, and all related services through which Licensed Products are made available.
• “Third Party” means any individual or entity other than you and Emphos Group.

Section 2

Grant of License

2.1 Standard Personal Use License

Unless you have separately purchased a Commercial License or Extended License as described below, Emphos Group grants you a Standard Personal Use License upon purchase of a Licensed Product. This grants a limited, non-exclusive, non-transferable, revocable right to:

• Download and install one (1) copy of the Licensed Product on your personal devices.
• Access and use the Licensed Product for your own personal, private, non-commercial purposes.
• Create End Products for personal use, provided those End Products are not sold, licensed, or distributed to Third Parties.

The Standard Personal Use License does not permit Commercial Use, redistribution, sublicensing, or use by more than one individual unless otherwise stated in writing by Emphos Group.

2.2 Commercial License

A Commercial License grants all rights included in the Standard Personal Use License, plus the additional right to:

• Use the Licensed Product in connection with your own business, professional work, or commercial projects.
• Incorporate the Licensed Product into End Products that are sold, distributed, or otherwise made available to clients or customers, subject to the restrictions in Section 3.
• Use the Licensed Product across multiple devices owned or controlled by you or your business, up to the device limit specified at the time of purchase.

A Commercial License must be purchased separately and will be clearly indicated at the time of purchase. Using a Standard Personal Use Licensed Product for commercial purposes without upgrading to a Commercial License is a breach of this Agreement.

2.3 Extended License

An Extended License grants all rights included in the Commercial License, plus additional rights as specifically described in the Extended License terms provided at the time of purchase. Extended Licenses may include rights such as:

• Unlimited use across an organization or team.
• Right to use the Licensed Product in products or templates that are resold or redistributed as part of a larger offering.
• Rights beyond the standard scope, as expressly defined in the Extended License documentation.

Extended Licenses are available for select Licensed Products only. Contact Emphos Group to inquire about Extended License availability and pricing for a specific product.

2.4 License Comparison Summary

2.5 License Activation

Where a Licensed Product requires activation via a license key, serial number, or account login, you agree to use only legitimately issued activation credentials provided by Emphos Group at the time of purchase. You may not share, sell, transfer, or publicly disclose those credentials. Loss of activation credentials is not grounds for a refund, though EMPHOS Group may assist with recovery where possible.

Section 3

Restrictions on Use

Regardless of the type of License held, you expressly agree that you will not, under any circumstances:

• Sell, resell, rent, lease, sublicense, lend, assign, or otherwise transfer the Licensed Product or your rights under this Agreement to any Third Party.
• Distribute, share, publish, upload, or make the Licensed Product available to any Third Party in its original or substantially unmodified form, whether free of charge or for a fee.
• Use the Licensed Product to create any product, service, or content that competes with or substitutes for the Licensed Product itself, including template packs, stock asset libraries, or similar collections.
• Incorporate the Licensed Product into any product or service where the primary value lies in the Licensed Product itself.
• Remove, alter, or obscure any copyright notices, watermarks, attribution statements, or proprietary markings included in or with the Licensed Product.
• Use the Licensed Product in any manner that is defamatory, obscene, offensive, hateful, discriminatory, or otherwise unlawful or harmful to any individual or group.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any software-based Licensed Product, except to the extent expressly permitted by applicable law and only after written notice to Emphos Group.
• Use the Licensed Product in connection with any illegal activity or in violation of any applicable local, provincial, national, or international law or regulation.
• Use the Licensed Product in a way that infringes the Intellectual Property Rights of Emphos Group or any Third Party.
• Use the Licensed Product for mass production of physical or digital goods without obtaining an appropriate Extended License.

Any use of the Licensed Product not expressly permitted by this Agreement is prohibited. If you are uncertain whether a particular use is permitted, contact Emphos Group before proceeding.

Section 4

Intellectual Property and Ownership

4.1 Emphos Group Ownership

The Licensed Product and all copies thereof are proprietary to Emphos Group and title remains with Emphos Group or its licensors. All Intellectual Property Rights in and to the Licensed Product, including copyright, design rights, trademark rights, and trade secret rights, remain the exclusive property of Emphos Group or its licensors.

This Agreement does not constitute a sale of the Licensed Product or any portion of it. The purchase price paid is consideration for the License granted, not for transfer of ownership of the Licensed Product or its underlying intellectual property.

4.2 Your Ownership of End Products

Subject to full compliance with this Agreement and the terms of your applicable License, you retain ownership of original creative work you produce that incorporates the Licensed Product as a component (“End Product”), provided that the End Product contains substantial original content beyond the Licensed Product itself. Ownership of an End Product does not grant additional rights in the underlying Licensed Product beyond those expressly granted in this Agreement.

4.3 Attribution

Depending on the specific Licensed Product, attribution to Emphos Group may or may not be required. Attribution requirements, if any, will be stated in the product listing or accompanying documentation. Where attribution is required, you agree to provide it in the specified form and location. Emphos Group may waive attribution requirements at its discretion upon written request.

4.4 Feedback and Suggestions

If you provide feedback, suggestions, ideas, or recommendations regarding the Licensed Product or services (“Feedback”), you grant Emphos Group a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, distribute, and incorporate that Feedback into products and services without compensation, attribution, or confidentiality obligations.

Section 5

Updates, Upgrades, and New Versions

5.1 Updates and Patches

Where Emphos Group provides updates, patches, or bug fixes for a Licensed Product, those updates are considered part of the Licensed Product and subject to the same terms of this Agreement. Updates may be provided free of charge or as part of a subscription, depending on the product.

5.2 Major New Versions

Major new versions or releases of a Licensed Product, such as version 2.0 of a software product, are considered separate products and may require separate purchase. Owners of a previous version are not automatically entitled to upgrade unless otherwise stated at the time of purchase or in a promotional offer.

5.3 No Obligation to Update

Emphos Group has no obligation to provide updates, upgrades, new versions, continued support, or maintenance for any Licensed Product. Development or support may be discontinued at any time without notice or liability.

Section 6

Term and Termination

6.1 Term

This Agreement and the License granted under it are effective from the date you first purchase, download, access, or use the Licensed Product and remain in effect indefinitely unless terminated as set out in this section, or unless the product was purchased as a subscription or time-limited license, in which case the License expires at the end of the applicable period.

6.2 Termination by Emphos Group

Emphos Group may terminate this Agreement and your License immediately upon written notice, including by email, if:

• You breach any term of this Agreement and fail to remedy that breach within 14 days of written notice specifying the breach.
• You breach any term of this Agreement that is not capable of remedy.
• You become insolvent, enter bankruptcy, or make an assignment for the benefit of creditors.
• We reasonably suspect fraudulent, illegal, or abusive conduct in connection with your use of the Licensed Product.

6.3 Termination by You

You may terminate this Agreement at any time by ceasing all use of the Licensed Product and permanently deleting all copies from your devices and storage. Termination by you does not entitle you to a refund except as expressly provided in the Refund Policy.

6.4 Effect of Termination

Upon termination of this Agreement for any reason:

• All rights and licenses granted to you under this Agreement immediately cease.
• You must immediately stop using the Licensed Product in all forms.
• You must permanently delete all copies of the Licensed Product from all devices, storage media, and cloud storage under your control.
• You must destroy any printed or tangible copies of the Licensed Product.
• Any End Products already distributed prior to termination may continue to exist but may no longer be sold, distributed, or updated if they rely on the Licensed Product.

Sections 1, 4, 7, 8, 9, and 10 survive termination indefinitely.

Section 7

Warranties and Disclaimer

7.1 Limited Warranty

Emphos Group warrants that, at the time of delivery, the Licensed Product will substantially conform to the description provided in the product listing for a period of 30 days from the date of purchase (“Warranty Period”). If the Licensed Product fails to substantially conform during the Warranty Period, your sole and exclusive remedy is, at Emphos Group’s option: (i) replacement of the Licensed Product with a conforming version; or (ii) a refund of the purchase price paid.

7.2 Disclaimer of All Other Warranties

Except for the limited warranty in Section 7.1, the Licensed Product is provided “as is” and “as available,” without warranty of any kind. To the fullest extent permitted by applicable law, Emphos Group expressly disclaims all other warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement.

Emphos Group does not warrant that the Licensed Product will meet your requirements, that it will be uninterrupted or error-free, or that all defects can or will be corrected. Your use of the Licensed Product is at your sole risk.

Section 8

Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall Emphos Group or its directors, officers, employees, affiliates, agents, or licensors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or in connection with this Agreement or your use of or inability to use the Licensed Product, including but not limited to loss of profits, loss of data, loss of goodwill, business interruption, or any other commercial or economic loss, even if Emphos Group has been advised of the possibility of such damages.

In no event shall Emphos Group’s total cumulative liability to you under this Agreement exceed the greater of: (A) the total amount paid by you for the Licensed Product in the twelve (12) months preceding the claim; or (B) one hundred Canadian dollars (CAD $100.00).

Some jurisdictions do not allow the exclusion or limitation of certain types of liability, so some of the above limitations may not apply to you in full. In such jurisdictions, liability is limited to the maximum extent permitted by applicable law.

Section 9

Indemnification

You agree to defend, indemnify, and hold harmless Emphos Group and its directors, officers, employees, agents, licensors, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, arising out of or relating to:

• Your use or misuse of the Licensed Product.
• Your breach of any term of this Agreement.
• Any End Product you create using the Licensed Product.
• Your violation of any applicable law, regulation, or Third Party right, including any Intellectual Property Right.
• Any claim that your use of the Licensed Product caused damage to a Third Party.

Emphos Group reserves the right, at your expense, to assume exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate in asserting any available defences.

Section 10

Governing Law and Dispute Resolution

10.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles that would require the application of the laws of another jurisdiction.

10.2 Jurisdiction

Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the Province of British Columbia, Canada. You irrevocably consent to the personal jurisdiction and venue of those courts and waive any objection you may now or later have to such jurisdiction or venue.

10.3 Informal Resolution

Before initiating formal legal proceedings, both parties agree to first attempt to resolve any dispute through good-faith negotiation. You must notify Emphos Group in writing at info@emphosgroup.com with a description of the dispute and the relief sought. Emphos Group will attempt to resolve the matter within 30 days of receiving the notice. If the dispute is not resolved informally within that period, either party may pursue available legal remedies.

10.4 Class Action Waiver

To the fullest extent permitted by applicable law, all claims must be brought in the parties’ individual capacities and not as a plaintiff or class member in any purported class, collective, or representative action or proceeding.

Section 11

Export Compliance

The Licensed Product may be subject to Canadian and international export control laws and regulations. You agree to comply with all applicable export laws and regulations in connection with your use of the Licensed Product.

You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which Canada has embargoed goods, software, or technology, and that you are not listed on any Canadian, United States, or other applicable governmental list of prohibited or restricted parties.

Section 12

Entire Agreement and Amendments

12.1 Entire Agreement

This Agreement, together with any product-specific license terms provided at the time of purchase, constitutes the entire agreement between you and Emphos Group with respect to the Licensed Product and supersedes all prior or contemporaneous negotiations, representations, warranties, and agreements, whether written or oral, relating to the subject matter.

12.2 Amendments

Emphos Group reserves the right to amend this Agreement at any time by posting a revised version on its website with an updated “Last Updated” date. Amendments will not apply retroactively to Licensed Products purchased prior to the amendment. For Licensed Products purchased after the amendment date, the amended Agreement applies.

12.3 Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be so modified, without affecting the validity or enforceability of the remaining provisions.

12.4 Waiver

No failure or delay by Emphos Group in exercising any right or remedy under this Agreement constitutes a waiver of that right or remedy. A waiver of any breach does not constitute a waiver of any subsequent breach.

12.5 Assignment

You may not assign or transfer this Agreement or any rights or obligations under it without prior written consent from Emphos Group. Emphos Group may freely assign this Agreement without restriction. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

Section 13

Contact Information

If you have any questions about this End User License Agreement, wish to inquire about a Commercial or Extended License, or need to report a suspected violation of your Licensed Product’s intellectual property, contact Emphos Group directly.

Emphos Group
9398 Coote Street, Chilliwack, BC, V2P 6B5, Canada
Email: info@emphosgroup.com

Emphos Group aims to respond to licensing inquiries within 1–3 business days.