Open Legal
This information is intended for Open Design System customers and users seeking clarification on our terms, policies, intellectual property, and compliance.
End User License Agreement
This End User License Agreement ("License" or "Agreement") governs the purchased digital goods or services, including the digital file accompanying your purchase of the Open Design System ("Resource"), that utilize this License. This License takes effect between the person or entity purchasing the Resource ("you" or "your") and the person or entity selling and/or providing the Resource ("Creator").
Binding Agreement
A career in website design can involve the design, creation, and coding of a range of website types. Other tasks will typically include liaising with clients and discussing website specifications, incorporating feedback, working on graphic design and image editing, and enabling multimedia features such as audio and video. Requiring a range of creative and technical skills, web designers may be involved in work across a range of industries, including software companies, IT consultancies, web design companies, corporate organizations, and more. In contrast with web developers, web designers tend to play a more creative role, crafting the overall vision and design of a site, and determining how to best incorporate the necessary functionality. However, there can be significant overlap between the roles.
Open Design System
For the purpose of this license agreement, the term "Creator" refers to the entity providing and selling the digital goods, specifically the Open Design System and/or accompanying products and services.
The Creator, referred to as the Open Design System ("OPEN-DS"), is represented by the following company details registered with the Dutch Chamber of Commerce:
Trade name: OPEN-DS
Address: Oder 20, The Hague, 2491DC, The Netherlands
Business Reg. N.: 91033306
VAT ID Number: NL004860454B77
License Terms
License Grant. Subject to your compliance with this License Agreement, the 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 based on the license variation included with your purchase as delineated in Section 4.5 ("License Variations"). This license is granted in accordance with the restrictions and permissions set forth in Section 4.3 ("License Restrictions") and Section 4.4 (“License Permissions”) of this Agreement.
Duration of License. If the license type is for a defined term, then the license lasts for such term and recurs until canceled (subscription). If the license type is indefinite (one-time purchase), then the license is perpetual, subject to Section 10 ("Term and Termination") of this Agreement.
License Restrictions. This License imposes certain restrictions, and you agree not to engage in, encourage, or assist third parties in the following actions, unless expressly authorized in this License and the Licensing Terms:
Reverse Engineering. You shall not reverse engineer, decompile, disassemble, or attempt to access the underlying structure, ideas, know-how, or algorithms of the Resource, except as permitted by applicable law.
Distribution and Redistribution. You shall not provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise grant access to the Resource to third parties. Additionally, you shall not redistribute, reimplement, or make the Resource or any of its individual parts available under different names or using alternative frameworks, whether publicly or for sale.
Tool and Template Development. You shall not create, design, or develop tools enabling other parties to build their own products ("Product") utilizing the Resource or any of the individual components included with the Resource. Similarly, you shall not develop any design templates, UI libraries, or design kits based on this Resource for open-source distribution or sale.
Product Usage. You shall not produce any Product that does not belong solely to you, your company, or any individual or entity receiving professional services directly from you (“Client”), produced specifically for that individual or entity. For instance, none of your full-time or part-time employees (“Employee”) and/or individuals or business entities contracted to perform services for you (“Contractor”) cannot utilize your company's license for this Resource to develop their own websites, projects or products.
License Permissions. This License grants you these permissions for the usage of this Resource:
Modification. You are allowed to modify the components included with this Resource to create custom components. However, it is imperative to acknowledge that these modified components remain subject to the terms and conditions delineated in this license.
Product Creation. You are allowed to use the Resource in the creation of an unrestricted number of products for yourself, your company, or a client.
Commercial Use. You are allowed to engage in commercial activities by selling products that have been created utilizing components provided within this Resource to end-users ("User")
Financial Terms
Payment. You agree to 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 EUR and are non-cancelable, non-refundable, and not subject to any setoff, deduction, or withholding.
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 the 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.
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.
Data Privacy
Creator will process your data solely in accordance with applicable laws, this License, and, if applicable, Creator’s privacy policy.
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
Legal Capacity. Each party represents and warrants to the other that:
It is at least 18 years of age and able to form a legally binding contract.
It has the requisite authority to enter into and perform this agreement.
It will comply with all applicable laws and regulations.
Disclaimer. Except for the foregoing representations and warranties, the parties make no representation or warranty of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of title, merchantability, fitness for a particular purpose, or quality.
Limitation on Liability
Exceptions. The limitations outlined herein shall not apply to damages resulting from infringement of intellectual property rights.
Scope. Under no circumstances and under no legal theory (including negligence), shall either party be liable for any and all damages, including but not limited to direct, special, indirect, incidental, consequential, or exemplary damages, arising out of or relating to this license.
Maximum Liability. The total liability of either party for such damages shall not exceed the fees paid and payable by you to the Creator in the twelve-month period prior to the date on which the damage occurred. In the absence of any such payment obligations, the maximum liability shall be capped at one hundred forty-nine euros (€149).
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, 4 (to the extent there are any outstanding payment obligations), 5, 7-11 will survive termination of this License.
Miscellaneous
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.
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.
Governing Law
This License will be governed by the laws of the Netherlands, without regard to its conflict of laws provisions. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
