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Sellers License Agreement

DESIGN LICENCE AGREEMENT 

 

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ENTERING INTO THIS AGREEMENT. 

 

This agreement is a legal agreement between you (Artist) 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 must not upload a design to the Website (as defined below). By virtue of uploading a design to 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 

 

Business Day:  a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. 

 

Commercial Licence: a licence granted to a Sub-Licensee 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. 

 

Copyright:  all copyright and rights in the nature of copyright subsisting in the Design in any part of the world to which you are, 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. 

 

Exclusive Licence: a licence granted to a Sub-Licensee 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 Artist, or company other than the named licensee can exploit the relevant Copyright. 

 

Exclusive Plus Licence: a licence granted to a Sub-Licensee 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 Artist, or company other than the named licensee can exploit the relevant Copyright. 

 

Licence Fee: the fee in relation to the Design following confirmation of the licence type selected by you and confirmed by Printpatternmarket as 50% of the price paid for the licence, less any transactional fees incurred by Us from time to time. 

 

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 to 2.3 of this agreement. 

 

Portal: the third party software, known as Monday.com, which facilitates the uploading of Artists Design’s to the Website. 

 

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

 

Sub-Licencing Agreement: the agreement under which Printpatternmarket licenses a Design to a Sub-Licensee.   

 

Sub-Licensee: any person who is granted a sub-licence to use a Design via the Website in accordance with the terms of the Sub-Licencing Agreement. 

 

Submissions Panel: the panel available on the Website containing general account information relating to each Artist’s personal Designs and licences. 

 

Unlimited Commercial Licence: a licence granted to a Sub-Licensee 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. 

 

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 your submission and Printpattermarket’s acceptance of a Design to the Website, you grant to Printpatternmarket an exclusive licence under the Copyright in the Design, to do the following acts for the duration of this agreement, subject to, and in accordance with, the terms of this agreement: 

 

(a) to accept or reject your submission of a Design and suggested licence type in accordance with clause 3.1 of this agreement;  

 

(b) to upload and display your Design on the Website, together with the licence type and price selected by you;  

 

(c) to sub-licence the Design to the Sub-Licensee, by allowing prospective users of the Website to select the licence of a Design that they wish to purchase and place an online order in accordance with the terms of the Sub-Licencing Agreement; and 

 

(d) to receive payment by the Sub-Licensee for the sub-licence of the Design and upon receipt of payment, pay the Licence Fee to you. 

 

  1. For the avoidance of doubt, the exclusive licence shall be granted to Printpatternmarket and no person, including you or any other company other than Printpatternmarket shall exploit the relevant Copyright. 

 

  1. You hereby grant the exclusive licence to Printpatternmarket as referred to in clause 2.1 of this agreement 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 and to promote the Website. 

 

  1. You grant to Printpatternmarket complete and sole discretion in relation to the terms in which Printpatternmarket grants to any person a sub-licence of any of its rights under this agreement and you acknowledge that the Printpatternmarket does not guarantee that the Design will be sub-licensed accordingly.  

 

  1. Subject to the terms of this agreement, all Copyright in a Design shall at all times be and remain your property.  

 

  1. RIGHTS AND OBLIGATIONS 

 

  1. When submitting a Design to the Website via the Portal, you must select the way in which the Design will be sub-licenced and advertised on the Website by choosing one of the following options: Public Licence, Commercial Licence, Unlimited Commercial Licence, or an Exclusive Licence of which there are two types: an Exclusive Licence or Exclusive Plus Licence. 

 

  1. When selecting either a Public Licence, Commercial Licence or Unlimited Commercial Licence, you will have the ability to view the price for the licence allocated to the respective licence type. You must submit the licence type you wish to allocate to the Design, for Printpatternmarket’s approval.  

 

  1. Upon selecting an Exclusive Design, you must select the exclusive licence option on the Website’s Portal. Printpatternmarket shall, at their sole and absolute discretion, allocate either an Exclusive Licence or Exclusive Plus Licence to the Design. 

 

  1. Following acceptance of a Design by Printpatternmarket, We shall update the information contained within your Submissions Panel accordingly, and display the Design on the Website for potential buyers to view and purchase.  

 

  1. Upon receiving confirmation of an order by a Sub-Licensee, we shall provide to you, any information that may be reasonably required to inform you of how the Design will be sub-licenced via the Submissions Panel, including confirmation of the type of sub-licence granted, the pre-agreed Licence Fee and the method of payment. 

 

  1. We reserve the right to accept or reject any Design submitted to Printpatternmarket in our sole and absolute discretion.  

 

  1. We reserve the right to remove a Design from the Website and upon doing so, shall notify you via the Submissions Panel, or via the email address as set out in your registered account. 

 

  1. We shall be entitled to amend the price for the licence for prospective buyers on the Website and associated Licence Fee for the Design at any time, at our sole and absolute discretion, but only with prospective effect. 

 

  1. Where applicable, we shall, upon receiving confirmation of a sub-licence for an Exclusive Design, promptly remove the Design from the Website so as to ensure that the Design is no longer available to additional users of the Website, further preserving the Sub-Licensees exclusive rights to the Design. 

 

  1. We shall only make use of the Copyright for the purposes authorised in this agreement. 

 

  1. We shall safeguard your rights in the Copyright, to the extent that Printpatternmarket shall only comply with the governing law and all regulations and practices in force within this Agreement’s jurisdiction, as set out in Clause 19 and Clause 20 of this Agreement.  

 

  1. We shall not do or omit to do anything to diminish your rights in the Copyright or the Design, nor assist any other person to do so, either directly or indirectly. 

 

  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. PAYMENT  

 

  1. In full and final consideration of the upload of your Design to the Website and the confirmation of a sub-licence in accordance with the terms of the Sub-Licencing Agreement, Printpatternmarket shall pay to you, the Licence Fee in respect of each Design that is sold by Printpatternmarket to a Sub-Licensee on the Website. 

 

  1. The Licence Fee and any other sums payable under this agreement shall be credited to your registered account on the Website and, once credited, you may transfer such funds to your Paypal account in accordance with the instructions set out on the Website. You acknowledge that Printpatternmarket shall not be in breach of this clause if your email spam filter (or any similar technology) prevents any Printpatternmarket notification email from arriving in your inbox.  

 

  1. You shall be responsible for the filing of all tax returns and the payment of all income tax and charges of a similar nature raised or charged in respect of all monies due to you pursuant to this agreement.  

 

  1. You expressly agree and acknowledge that any payment due under clause 5.1 is in full and final consideration for all rights granted herein and (without prejudice to the generality of the foregoing) you expressly acknowledge that you shall not be entitled to any further fees or compensation from Printpatternmarket in respect of the exploitation of the Design. 

 

  1. YOUR WARRANTIES AND UNDERTAKINGS  

 

  1. You hereby warrant and undertake that:  

 

(a) you are the sole owner of the Copyright in the Design and have full authority to enter into this agreement;   

 

(b) you have not licensed any Copyright in the Design to any third party prior to submitting it to the Website;   

 

(c) all captions, metadata, descriptions, headlines and tags in relation to the Design are accurate and truthful;   

 

(d) the Design does not incorporate any material that infringes the Copyright of any third party;   

 

(e) the Design does not contain any obscene, blasphemous or defamatory matter, and its exploitation shall not place any person in contempt of court, in breach of any provision of any statute or give rise to any other criminal or civil liability;   

 

(f) you are not aware, having made full and reasonable enquiry, 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 Copyright or any other rights of any third party and you agree that you shall immediately inform Printpatternmarket if you become aware of any such claim; and   

 

(g) you have used all reasonable endeavours to secure all third-party permissions and releases necessary to grant the Licensed Rights to Printpatternmarket and have made or will make in a timely manner all payments due to any such third parties necessary to enable Printpatternmarket to exercise the rights granted to it under this agreement. You hereby acknowledge that Printpatternmarket shall not be liable for any such payments.   

 

  1. You hereby indemnify and hold harmless Printpatternmarket and its Sub-Licensees and shall at all times keep Printpatternmarket and its Sub-Licensees indemnified against all actions, proceedings, costs, claims and damages whatsoever incurred by or awarded against Printpatternmarket and its Sub-Licensees and compensation agreed by Printpatternmarket and its Sub-Licensees in consequence of any breach or non-performance by you of any of the warranties and undertakings in this agreement.  

 

  1. PROTECTION OF THE COPYRIGHT 

 

  1. We shall immediately notify you in writing giving full particulars if any of the following matters come to its 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 7.1, it is acknowledged that: 

 

(a) you shall, at your absolute discretion, decide what action to take, if any;   

 

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

 

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

 

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

 

  1. PRINTPATTERNMARKET’S LIABLITY AND INDEMNITIES 

 

  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 and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) arising out of or in connection with: 

 

(a) Printpatternmarket’s exercise of its rights granted under this agreement; 

 

(b) a Sub-Licensee or any other third party breaching or exceeding the rights; and  

 

(c) any unauthorised access to the Website which results in a breach of your Copyright in the Design. 

 

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

 

  1. MORAL RIGHTS 

 

You, being the sole author of the Work, hereby waive in favour of Printpatternmarket and all of its assignees, Sub-Licensees and successors in title, all moral rights in the Design under this agreement to which you 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. DURATION, TERMINATION AND CONSEQUENCES OF TERMINATION 

 

  1. The exclusive licence is to be granted by you to Printpatternmarket for the whole of the Copyright term as referred to in clause 2.3 of this agreement, and this agreement ends on expiry of the Copyright term.  

 

  1. This agreement may be terminated at an earlier date by: 

(a) either party for failure of the other party to comply with any material term of the agreement, if after thirty 30 days of receipt of notice of such failure, the default is not cured; or 

(b) removing the Design from the Website or closing down your registered account on the Website.   

 

  1. Upon termination of this agreement for any reason or expiry of the Copyright term referred to in clause 10.1 of this agreement, and subject to any express provisions set out elsewhere in this agreement:   

 

(a) all outstanding sums payable by Printpatternmarket to you shall immediately become due and payable; 

 

(b) all rights and licences granted pursuant to this agreement shall cease, save that:   

 

(i) Printpatternmarket’s right to use the Design to promote the Website under clause 2.3 shall continue following the date of termination, albeit solely for use within existing promotional material at the date of termination; and   

 

(ii) such termination will not affect the terms of any sub-licence and any such licence will continue in full force and effect according to its terms.   

 

(c) unless already removed, the Design may be removed from the Website within 28 Business Days of the date of termination.   

 

  1. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect. 

 

  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. FURTHER ASSURANCE 

 

Each party shall, and shall use all reasonable endeavours to procure that any necessary third party or Sub-Licensee 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.