Buyer License Agreement

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SUB-LICENCING AGREEMENT 

 

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ENTERING INTO THIS AGREEMENT. 

 

This agreement is a legal agreement between you (Sub-Licensee) and Artcottage Ltd trading as Printpatternmarket, incorporated and registered in England and Wales with company number 04080239 whose registered office is at West Walk Building, 110 Regent Road, Leicester, Leicestershire, LE1 7LT  (Printpatternmarket).   

 

By clicking the ‘I accept’ check box when creating an account, you will have confirmed your agreement to these terms. Printpatternmarket will be deemed to have entered into the agreement once you have clicked ‘I accept’.  

 

If you do not agree to the terms of this agreement, you will have no right to order or use any Design (as defined below) available to be licenced on the Website (as defined below). By virtue of ordering a Design on the Website, you will be deemed to have agreed to these terms.  

 

1. INTERPRETATION 

 

The following definitions and rules of interpretation apply in this agreement. 

 

1. Definitions 

 

Commercial Licence: a licence granted for £70 under the Copyright in the Design that may be sub-licensed to multiple Sub-Licensees, with additional rights to use the Design to produce up to 500 Licenced Products. 

 

Public Licence: a licence granted for £40 under the Copyright in the Design that may be sub-licensed to an unlimited number of Sub-Licensees. 

 

Unlimited Commercial Licence: a licence granted for £100 under the Copyright in the Design that may be sub-licensed to multiple Sub-Licensees, with additional rights to use the Design to produce an unlimited number of Licenced Products. 

 

 

Copyright:  all copyright and rights in the nature of copyright subsisting in the Design in any part of the world to which the Design Contributor is, or may become, entitled. 

 

Design: a print, pattern or apparel graphic, including, but not limited to, CAD digital files and all metadata, keywords, descriptions and captions associated with the design. 

 

Design Contributor: the author and contributor of the Design to the Website.   

 

Design Licence Agreement: the agreement between Printpatternmarket and the Design Contributor pursuant to which the Design is licensed to Printpatternmarket.   

 

Exclusive Licence: a licence granted for £250 under the Copyright in the Design that is granted on an exclusive, one off basis, where no person, who for the avoidance of doubt shall include the Design Contributor, or company other than the named licensee can exploit the relevant Copyright. 

 

Exclusive Plus Licence: a licence granted for £350 under the Copyright in the Design that is granted on an exclusive, one off basis, where no person, who for the avoidance of doubt shall include the Design Contributor, or company other than the named licensee can exploit the relevant Copyright. 

 

Licence Fee: the fee payable by you upon the grant of a licence for use of the Design as set out on the Website. 

 

Licenced Product: a product to which the Design is applied for commercial use or re-sale; 

 

Licenced Rights: those rights set out in Clause 2.1 and 2.2 of this agreement. 

 

Website: printpatternmarket.com   

 

1. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement. 

 

1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 

 

1. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 

 

1. References to clauses and Schedules are to the clauses and Schedules of this agreement. 

 

1. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 

 

1. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 

 

1. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. 

 

1. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision. 

 

1. A reference to writing or written includes fax and email. 

 

1. Any obligation on a party not to do something includes an obligation not to allow that thing to be done. 

 

1. A reference to this agreement or to any other agreement or document is a reference to this agreement or such other agreement or document, in each case as varied from time to time. 

 

1. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 

 

1. GRANT OF LICENCE 

 

1. Upon Printpatternmarket’s confirmation of an order in accordance with the procedure detailed at clause 4.1 of this agreement and in consideration of you paying Printpatternmarket the Licence Fee, Printpatternmarket shall grant to you, either an Exclusive Licence, Exclusive Plus Licence, Public Licence, Commercial Licence, or Unlimited Commercial Licence, as applicable. No licence shall be granted by Printpatternmarket to you unless and until Printpatternmarket accepts your order in accordance with the procedure detailed at clause 4.1. 

 

1. The relevant licence will be granted for the full period of Copyright in it including all periods of renewal, extension and revival of the Copyright and thereafter in perpetuity and all necessary consents under the Copyright, Designs and Patents Act 1988 as amended from time to time or any enactment that replaces it to enable us to publish, exhibit, use and otherwise exploit a Design whether alone or incorporated in or in conjunction with other works worldwide and in all formats and media now known or hereinafter devised 

 

1. A Public Licence may be purchased on the Website if so advertised in respect of a Design which may be sub-licenced to multiple sub-licensees. A Design obtained using a Public Licence must not be reproduced on any Licenced Product for commercial use or re-sale. 

 

1. An Exclusive Licence and Exclusive Plus Licence may be purchased on the Website if so advertised in respect of a Design which provides you with exclusive rights to use the Design. An Exclusive Licence and Exclusive Plus Licence is granted on a one off basis, and if purchased, only you can exploit the relevant Copyright. 

 

1. A Commercial Licence may be purchased on the Website if so advertised in respect of a Design, which enables you to add additional rights to use the Design to produce up to 500 Licenced Products. Alternatively, an Unlimited Commercial Licence may be advertised on the Website in respect of a Design which enables you to add additional rights to use the Design to produce an unlimited number of Licensed Products.  

 

1. Upon you placing an order for a Commercial Licence or Unlimited Commercial Licence on the Website, Printpatternmarket will grant to you a Commercial Licence or Unlimited Commercial Licence, as applicable, under the Copyright to do the following acts for the duration of this agreement, subject to, and in accordance with, the terms of this agreement: 

 

(a) reproduce the Design on the Licensed Product; 

 

(b) sell the Licensed Product to independent arm's length customers; and 

 

(c) reproduce the Design in any advertising or promotional material relating to the Licensed Product. 

 

1. You hereby undertake not to use the Design in any way which could reasonably be said to be competitive with or damage Printpatternmarket’s business or reputation, nor change, amend or develop the Design without Printpattermarket’s express written consent for the duration of the Copyright term.  

 

1. PROTECTION OF THE COPYRIGHT 

 

1. You acknowledge that you obtain no Copyright whatsoever in the Design by virtue of this agreement and that all Copyright in the Design shall at all times be and remain the property of the Design Contributor, who has granted Printpatternmarket the right to sub-license the Design in accordance with the terms of the Design Licence Agreement.  

 

1. You shall immediately notify Printpatternmarket in writing giving full particulars if any of the following matters come to your attention: 

 

(a) any actual, suspected or threatened infringement of the Copyright in the Design;  

 

(b) any claim made or threatened that the Design infringes the rights of any third party; or   

 

(c) any other form of attack, charge or claim to which the Copyright in the Design may be subject.   

 

1. In respect of any of the matters listed in clause 3.2, it is acknowledged that: 

 

(a) the Design Contributor shall, at their absolute discretion, decide what action to take, if any;   

 

(b) the Design contributor shall have exclusive control over, and conduct of, all claims and proceedings;   

 

(c) you shall not make any admissions other than to Printpatternmarket and the Design Contributor and shall provide the Design Contributor with all assistance that it may reasonably require in the conduct of any claims or proceedings; and   

 

(d) the Design Contributor shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.   

 

1. ORDERING AND PAYMENT 

 

How to Order a Design 

 

1. In order to submit an order on the Website to request a licence to a Design from Printpatternmarket, you must:  

(a) select the type of licence you wish to request in relation to a particular Design on the Website and add the same to your shopping cart, and then proceed to the checkout;  

(b) if you are a new customer, you must then create an account and agree to these terms, and proceed to log in; if you are an existing customer, you must enter your login details;  

(c) once you are logged in, you must confirm your order using the information made available to you;  

(d) arrange payment in accordance with the methods of payment set out on the Website;  

(e) Printpatternmarket will then send you an initial acknowledgement; and  

(f) Printpatternmarket will review your request and will either send you an order confirmation, at which point your order will become a legally binding agreement, or Printpatternmarket will notify you via email at the email address as set out in your registered account that it is unable to meet your request. 

 

1. You acknowledge that the relevant Licence Fee is that displayed during the check-out process and verified at the time in which you place an order in accordance with this clause 4.  

 

Payment of the Licence Fee 

 

1. You shall pay the Licence Fee immediately to Printpatternmarket upon submission of your order in accordance with the methods of payment set out on the Website and, upon authorisation of such payment, the Design shall be made available to you for download in a digital format. We reserve the right to withhold the Design or cancel the agreement between us if the Licence Fee is not received from you in full in cleared funds. 

 

1. All Design purchases are downloadable digital files and are sent as a link via email to the registered account holder or can be downloaded at any time via the ‘My Account’ section within the Website. 

 

1. We reserve the right to amend the Licence Fees for each Design at our sole and absolute discretion at any time, but only with prospective effect. 

 

1. If you dispute any payment made to us you must contact us immediately and provide full details of your claim. If you submit an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of the charge-back: 

(i)  an amount equal to the amount of the charge-back;  

(ii)  all third party expenses incurred by us in relation to the charge-back (include charges made by our or your bank or payment processor or card issuer); 

(iii)  an administration fee of £10.00; and  

(iv)  all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this paragraph (including without limitation legal fees and debt collection fees).  

 

1. Without prejudice to our other rights, if you submit an unjustified credit card, debit card or other charge-back, then we may terminate any contracts between you and Printpatternmarket under this agreement by giving you written notice of termination.  

 

1. For the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back.  

 

1. You warrant to us that the information provided in your order is accurate and complete. 

 

1. MARKINGS 

 

1. You shall, in exercising your rights under this agreement, comply with all applicable laws, regulations and codes of practice. 

 

1. You shall promptly provide us with copies of all communications, relating to the Copyright or the Design, with any regulatory, industry or other authority. 

 

1. ASSIGNMENT  

 

1. Printpatternmarket may at any time assign, sub-licence or deal in any other manner with any or all of its rights and obligations under this agreement without your prior consent. 

 

1. You shall not assign, transfer, mortgage, charge, sub-license, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement. 

 

1. PRINTPATTERNMARKET’S UNDERTAKINGS 

 

1. Printpatternmarket hereby warrants and undertakes that: 

 

(a) it has full authority to enter into the terms of this agreement;  

 

(b)  to its reasonable knowledge and belief (given the terms of the Design Licence Agreement), the Design does not incorporate any material that infringes the Copyright or any other rights of any third party, nor does it contain any obscene, blasphemous or defamatory matter, and its exploitation shall not, to Printpatternmarket’s reasonable knowledge or belief, place any person in contempt of court or in breach of any provision of any statute;  

 

(c) the Copyright in the Design have not, to its reasonable knowledge and belief (given the terms of the Design Licence Agreement), been licensed to any third party prior to submission of the Design to the Website;  

 

(d) it is not, at the date of this agreement, aware of any claim by any third party that the Design or any pre-existing material incorporating the Design or included within the Design, or the exploitation of the Design by either party, has infringed or will infringe any rights of any third party; and 

 

(e) the Design does not, to the best of its knowledge and belief, contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information. 

 

1. YOUR UNDERTAKINGS 

 

1. You hereby warrant and undertake that:   

 

(a) You shall not exercise the Licensed Rights in any way that is or renders the Design or Licensed Design obscene, defamatory or in breach of the privacy or any other rights of a third party or any law anywhere in the world;   

 

(b) You shall secure all third-party permissions and clearances necessary to enable you to exercise the rights granted to you under this agreement; and   

 

(c) You have full authority to enter into this agreement.   

 

1. MORAL RIGHTS 

 

The Design Contributor, being the sole author of the Work, hereby waives all moral rights in the Design under this agreement to which the Design Contributor may now or at any future time be entitled under the Copyright, Designs and Patents Act 1988, as amended from time to time, or under any similar legislation from time to time in force anywhere in the world. 

 

1. LIABILITY AND INDEMNITIES 

 

1. The Design has not been created to meet your individual requirements and it is your sole responsibility to satisfy yourself prior to placing your order on the Website that the Design will meet your requirements. Printpatternmarket makes no warranty or representation in that respect and no failure of any part or the whole of the Design to be suitable for your requirements shall entitle you not to accept the same or give rise to any right or claim against. 

 

1. Printpatternmarket shall not be liable to you for any costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation, loss of business including loss of or damage to income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill or loss or corruption of any data, database or software and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) arising from your exercise of the rights granted to you under this agreement. 

 

1. Subject to clause 10.5 below, no matter how many claims are made and whatever the basis of such claims, Printpatternmarket’s maximum aggregate liability to you under or in connection with this agreement, in respect of any direct loss (or any other loss to the extent that such loss is not excluded by clause 10.2 above or otherwise) regardless of the nature of the cause of action shall not exceed a sum equal to GBP 1,000,000.   

 

1. Nothing in this agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence, or fraud or fraudulent misrepresentation.  

 

1. You shall indemnify Printpatternmarket against all liabilities, costs, expenses, damages or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Printpatternmarket arising out of or in connection with any breach by you of the terms of this agreement, and in particular any use of the Design or Licensed Product which breaches any use that is not expressly permitted. 

 

1. DURATION, TERMINATION AND CONSEQUENCES OF TERMINATION 

 

1. The sub-licence is to be granted for the whole of the Copyright term as referred to in clause 2.2 of this agreement, and this agreement ends on expiry of the Copyright term. 

 

1. This agreement may be terminated at an earlier date by Printpatternmarket with immediate effect by giving notice to you if:  

 

(a) you fail to pay any amount due under this agreement on the due date for payment and remain in default not less than 30 days after being notified to make such payment; or 

 

(b) you commit a material breach of any term of this agreement and (if such breach is remediable) fail to remedy that breach within a period of 30 days after being notified to do so. 

 

1. If you are a business customer, Printpatternmarket may terminate the agreement to sub-licence the Design made under these terms at an earlier date if:  

 

(a) you cease to trade;  

 

(b) you become insolvent or unable to pay your debts within the meaning of the insolvency legislation applicable to you;   

 

(c) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of your business or assets, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;  

 

(d) the ability of your creditors to take any action to enforce their debts is suspended, restricted or prevented, or some or all of your creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or  

 

(e) any process is instituted which could lead to you being dissolved and your assets being distributed to your creditors, shareholders or other contributors.  

 

1. You may terminate this agreement at an earlier date with immediate effect if Printpatternmarket breaches any term of this agreement and such breach is incapable of remedy or continues for a period of 30 days after written notice requiring the same to be remedied has been given. 

 

1. Upon termination of the agreement: 

(a) Printpatternmarket will cease to have any obligation to deliver any Design which is undelivered at the date of termination; 

(b) all outstanding sums payable to Printpatternmarket by you shall immediately become due and payable and you will continue to have an obligation where applicable to pay for Designs which have been delivered at the date of termination (without prejudice to any right we may have to recover the Designs); and  

(c) all other provision, rights and licences granted pursuant to this agreement shall cease. 

 

1. In relation to any Commercial Licence or Unlimited Commercial Licence granted, within 120 days after the date of termination, you shall promptly destroy or, if Printpatternmarket shall so elect, deliver, at our expense, to Printpatternmarket or any other person designated by Printpatternmarket, all units of the Licensed Product that it has not sold within 90 days after the date of termination. 

 

1. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry. 

 

1. RETURNS AND REFUNDS 

 

1. Designs and Licensed Products may only be returned to us with our prior agreement, at your expense, and according to our directions. Any products returned in contravention of this clause 12 will not be the subject of any refunds or replacements and you will continue to be liable for payment of the price of such products.  

 

1. Where you return Designs and Licensed Products to us in accordance with this clause 12, and in our reasonable opinion those Design and Licensed Products do not conform with the warranties set out in clause 7, then you will be entitled to a refund of the price paid in respect of those products (including all delivery charges). 

 

1. If, at Printpatternmarket’s sole discretion, you are entitled to a refund, Printpatternmarket will refund any money received from you using the same method originally used by you to pay for your purchase, unless stated otherwise. We will process the refund due to you as soon as reasonably possible and, in any event, within 30 days of the day we received your valid notice of termination.  

 

1. FURTHER ASSURANCE 

 

Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement. 

 

1. WAIVER 

 

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 

 

1. ENTIRE AGREEMENT 

 

1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 

 

1. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation, or negligent misstatement, based on any statement in this agreement. 

 

1. VARIATION 

 

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

 

1. SEVERANCE 

 

1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. 

 

1. If any provision or part-provision of this agreement is deemed deleted under Cause 15.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 

 

1. THIRD PARTY RIGHTS 

 

Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 

 

1. FORCE MAJEURE 

 

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for twelve weeks, the party not affected may terminate this agreement by giving thirty days’ written notice to the affected party. 

 

1. NOTICES 

 

1. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be sent by email. The email address of Printpatternmarket shall be as displayed on the Website from time to time and your email address shall be as set out in your registered account. 

 

1. Any notice or communication shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. Business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. 

 

1. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

 

1. GOVERNING LAW 

 

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 

 

1. JURISDICTION 

 

Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.