This Community Paid Resource License (this “License”) governs the resource, such as a file, plugin or widget (“Resource”), that utilizes this License. This License is between the person purchasing the Resource (“you” or “your”) and the person or entity listed as the primary publisher of the Resource (“Creator”).
- Binding Agreement. By purchasing the Resource, you agree to the terms of this License. If you are an individual purchasing the Resource on behalf of a company (such as your employer) or other legal entity, then “you” or “your” means that entity and you represent and warrant that you have the authority to bind that entity to this License.
- Figma. For clarity, Figma Inc. (“Figma”) is not a party to this License, and Figma is not responsible or liable for Creator’s or your compliance or non-compliance under this License.
- License Terms.
3.1 License Grant. Subject to your compliance with this License, Creator grants to you a limited, worldwide (except to the extent prohibited by applicable law), non-exclusive, non-transferable, non-sublicensable right to use the Resource in accordance with the restrictions set forth in the Paid Licensing Terms. If the license type is for a defined term, then the license lasts for such term and recurs until canceled (subscription), and if the license type is indefinite (one-time purchase), then the license is perpetual, subject to Section 9.
3.2 License Restrictions. Except as otherwise expressly authorized in this License and the Paid Licensing Terms, you will not and you will not encourage or assist third parties to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Resource (except to the extent that such a restriction is impermissible under applicable law); (ii) provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Resource; (iii) copy, modify, create derivative works of, or remove proprietary notices from the Resource; or (iv) circumvent any technical limitations implemented by Figma or the Creator.
3.3 Ownership. Except as expressly set forth in this License, each party retains all right, title, and interest in and to its intellectual property rights. All rights not expressly granted are reserved, and no license, covenant, immunity, transfer, authorization, or other right will be implied, by reason of statute, estoppel, or otherwise, under this License.
- Financial Terms.
4.1 Payment. You will pay all applicable fees and taxes, including any recurring fees, for the Resource as specified during the payment process (“Fees”). Unless otherwise specified, all Fees are stated and solely payable in U.S. dollars and are non-cancelable, non-refundable, and not subject to any setoff, deduction or withholding.
4.2 Taxes. Each party is responsible for the payment of all taxes (including any interest and penalties) in connection with this License that are imposed on that party by law. For you such taxes may include, but are not limited to, sales/use, gross receipts, value-added, GST, personal property, excise, consumption and other similar taxes or duties. Each party will be responsible for its own income taxes, employment taxes, and real property taxes. If Creator was required to collect a tax and did not do so at the time of sale, Creator reserves the right to later charge you for the applicable tax.
4.3 Withholding. All payments made by you to Creator under this License will exclude any deduction or withholding. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required by law, you will pay such additional amounts as are necessary so that the net amount received by Creator after such deduction or withholding will be equal to the full amount that Creator would have received if no deduction or withholding had been required. Each party will use commercially reasonable efforts to work with the other party to help obtain, reduce, or eliminate any necessary withholding, deduction, or royalty tax exemptions where applicable.
- Security. If the Resource includes any operation or instruction code, Creator and the Resource will employ industry-standard and appropriate technical, administrative and physical safeguards.
- Warranties. Each party represents and warrants to the other that (a) it is at least 16 years of age and able to form a legally binding contract; (b) it has the requisite authority to enter into and perform this agreement, and (c) it will comply with all applicable laws and regulations. EXCEPT FOR THE FOREGOING, THE PARTIES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER (INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR QUALITY).
- Limitation on Liability. EXCEPT FOR DAMAGES RESULTING FROM INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING NEGLIGENCE) WILL THE TOTAL LIABILITY OF EITHER PARTY FOR ANY AND ALL DAMAGES (INCLUDING DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY) ARISING OUT OF OR RELATING TO THIS LICENSE EXCEED THE FEES PAID AND PAYABLE BY YOU TO CREATOR IN THE TWELVE-MONTH PERIOD PRIOR TO THE DATE ON WHICH THE DAMAGE OCCURRED, OR IF YOU HAVE NOT HAD ANY SUCH PAYMENT OBLIGATIONS, TEN UNITED STATES DOLLARS ($10).
- Term and Termination. The term of this License will commence on the date you purchase the Resource and will continue until terminated. Either party may terminate this License only if the other party materially breaches this License. Otherwise, if the Resource is for a subscription term, this License terminates when the subscription term ends and is not renewed. In addition, Resources may be removed or discontinued at any time without refund or liability. Upon termination, you will delete all copies of the Resource. Sections 2, 3.3, 4 (to the extent there are any outstanding payment obligations), 5, 7-10 will survive termination of this License.
10.1 Severability. The invalidity or unenforceability of any provision of this License will not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the parties that this License will be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.
10.2 No Partnership. No agency, partnership, joint venture, or employment is created as a result of this License, and neither party has any authority of any kind to bind the other party in any respect whatsoever.
10.3 Governing Law. This License will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.
10.4 Government Use. If you are a U.S. government or other U.S. governmental entity (or your use of Figma Community is for the U.S. government or another U.S. governmental entity), the following terms apply:
- Use By or For the U.S. Government and Other Governmental Entities. Figma Community and Documentation are “commercial computer software,” (as defined at 48 C.F.R. §§ 2.101 and 252.227-7014(a)(1), and as the term is used in 48 C.F.R. §§ 12.212 and 227.7202, as applicable), and any associated services are “commercial services” as defined in 48 C.F.R. §2.101. The Figma Community and Documentation are provided to U.S. Government and other governmental entities, for use by you or on your behalf, subject to the terms of this License and with only those rights to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with Figma Community as provided in this License, except that, for U.S. Department of Defense agencies and end users, technical data customarily provided to the public is furnished in accordance with 48 C.F.R. § 252.227-7015. If a U.S. Government agency or end user has a need for rights not conveyed under these terms, it must negotiate with Figma to determine if there are acceptable terms for transferring such rights, and a mutually acceptable addendum to the License will be required in any applicable contract or agreement.
- Waived Terms. The section in the License titled “Governing Law” and any other terms inconsistent with federal or other applicable U.S. law are hereby waived to the limited extent they are inconsistent with federal law or other applicable law pertaining to another governmental entity. If and to the extent any provision or term herein is so prohibited, such provision will be deemed modified only to the extent reasonably necessary to conform to applicable law but to give maximum effect to the provision or terms as written.
10.5 Interpretation. Whenever the words “including,” “include,” “includes,” or “such as” are used herein, they will be deemed to be followed by the phrase “without limitation.”
10.6 Entire Agreement. This License supersedes all other agreements between the parties relating to its subject matter.