ASP.themes Content License Agreement

This Agreement governs the terms by which individuals obtain the right to use ASP themes provided through the web site located at www.aspthemes.net (the “Site”). This Content License Agreement is in addition to the Terms of Use applicable to the Site and to the Membership Agreement that all persons have previously entered into. In the event of any inconsistency between this Agreement, the Membership Agreement and the Terms of Use (both of which are incorporated into this Agreement by reference), the terms of this Agreement shall govern.


1. Background of Agreement

(a) By signifying your acceptance of this agreement, you are accepting this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its terms. If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, then do not accept the Agreement and do not download the Content.

(b) In this Agreement: (i) “you” or the “Client” means you or, if you are accepting on behalf of your employer or member account entity, then “you” means that employer or entity and affiliates; (ii) “Asp.themes” or “we” means B.G. Ko and T.D. Ngo, operators of the Site; and (iii) “Content” means any CSS stylesheets, skin files, photographs, illustration, animation, Flash file, images, screenshots, documents or other material that you are downloading from the Site, together with any accompanying material.


2. License Terms

We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by ASP.themes.


3. Permitted License Uses:

(a) You may only use the Content for specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in products for resale, license or other distribution. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.

(b) Seat Restrictions. Only you are permitted to use the Content, although you may transfer files containing Content to your clients, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content. You may install and use the Content for development in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number of times. You may physically transfer the Content and its archives from one location to another, in which case you may use the Content at the new location instead. If you require the Content to be in more than one location or accessible by more than one person, you must download the Content from the Site for each such use. You may make one (1) copy of the Content solely for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy.

(c) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:

  1. Online website or electronic publications
  2. Intranet websites
  3. Advertising and promotional projects, including printed materials, presentations, catalogues, brochures, promotional greeting cards and promotional postcards (ie. not for resale or license);
  4. Prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified in (3) above, but not for resale, license or other distribution; and
  5. Any other uses approved in writing by ASP.themes.

If there is any doubt that a proposed use is a Permitted Use, you should contact ASP.themes at for guidance.


4. License Prohibitions

(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section. For greater certainty, the following are “Prohibited Uses” and you may not:


  1. use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
  2. use the Content in web applications intended for resale, including, without limitation, Content Management Systems, E-commerce systems, and online directories;
  3. rent, assign, sub-license, re-sell, lend, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
  4. use any of the Content as part of a design-mark, trade-name, trade-mark, business name, logo or service mark;
  5. install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
  6. use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
  7. use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, t-shirts, posters and other items;
  8. use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;
  9. incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
  10. use the Content in a fashion that is considered by ASP.themes (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
  11. to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
  12. remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;

5. Limited Representations and Warranties

(a) THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ASP.themes DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT ASP.themes) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

(b) Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.


6. Limitation of Warranties and Liability

(a) ASP.themes’ entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content, or out of your actions in downloading the Content, shall be as follows:

  1. You may, upon request to ASP.themes, be permitted to download the Content again, at a location ASP.themes will provide for you;
  2. If you continue to be unable to download the Content, ASP.themes will refund the fee actually paid by you for such Content, provided ASP.themes determines in its sole and absolute discretion that you have been unable to download such Content successfully.

(b) TO THE FULL EXTENT PERMITTED BY AUSTRALIAN LAW, ASP.themes OR ANY OF ITS EMPLOYEES, PARTNERS OR AGENTS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS INFORMATION, INTERRUPTION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

(c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF ASP.themes UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO ASP.themes UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT.


7. Indemnification

You agree to indemnify, defend and hold ASP.themes, its employees, partners and agents (collectively, the “ASP.themes Parties”) harmless from and against any and all claims, losses, liability, damages, expenses and costs (including reasonable legal fees on a solicitor and client basis) incurred by any ASP.themes Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.


8. General Provisions

(a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Membership Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

(b) ASP.themes’ failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

(c) If all or part of any provision of this Agreement is wholly or partially unenforceable, that portion of the agreement shall be severed.

(d) You agree to pay and be responsible for any and all taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.

(e) This Agreement is personal to you and is not assignable by you without ASP.themes’ prior written consent. ASP.themes’ may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

(f) This Agreement will be governed under the laws of the State of Victoria, Australia applicable therein (without reference to conflicts of laws principles). You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.


9. Term Of Agreement

(a) This Agreement is effective until it is terminated. The agreement can be terminated by destroying the Content, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from ASP.themes if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to ASP.themes in writing that you have complied with these requirements.

(b) ASP.themes reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for your member account, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content for future products and to take all reasonable steps to discontinue use of the replaced Content, in products that already exist.

(c) The obligations set out in clauses 5-8 shall survive the termination or expiry of this Agreement.


10. Contact

Concerns relating to this Agreement should be emailed to


11. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF ASP.themes AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ASP.themes, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND ASP.themes RELATING TO THE SUBJECT OF THIS AGREEMENT.


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