1. How It Works
At GraphicModa.com we provide an environment in which you can list designs which you offer so that interested creative buyers can take out a licence of those designs. However, the contract for the licence of the relevant designs is between you and the creative buyer – we are not part of that transaction, although we may facilitate it. The licence between you and the creative buyer will be made on a set of standard terms to which we require all our users to adhere (we call these the “Standard Licence Terms”).
2. Opening Your Account
All creative designers on our Site must be pre-approved by us to ensure their work is suitable. If you wish to register as a creative designer on the Site then you should contact us, providing several example designs (no more than six). We may ask you to provide further designs before we decide whether or not your work is suitable for the Site and confirm to you whether or not you have been accepted and may proceed to registration.
To register you will be asked to enter your name, contact details, and organisational details. You will also be asked to set a user login and password. We may refuse registration to creative designers whose work has not be pre-approved by us.
3. Design Submissions
Submission process. You may upload designs to the Site through your account to make them available for licensing by creative buyers. We may from time to time place limits on the number of designs which you may upload, for example to prevent our servers from being overloaded. When submitting a design you must provide the following information:
- details of the width, height and format of the design file;
- the scope of the licences for which you are willing to offer the design (see our Licensing page for details of the three licensing options, Standard, Enhanced and Exclusive).
- By default you will be required to offer the design on an Exclusive basis. You can decide for yourself whether to also offer the design using one of the other licensing options. It is your responsibility to ensure that you understand each licensing option.
- the applicable fees for each licensing option;
- the design name; and
- keywords and categories.
Review. Our Site is a curated environment and we may review, accept or reject any design submission at our discretion (although we will certainly reject any design which does not meet the Design Requirements set out in the next Section). Our decision on whether to accept or reject any design is final. We may also remove any creative designer or design from our Site at any time at our discretion.
Licence to us. You grant to us the following royalty-free licences:
- for as long as any design is featured on the Site, a licence to use and copy that design for the purposes of making it available to prospective creative buyers on the Site, and to make that design available to creative buyers to download;
- for as long as any design is featured on the Site, a right, acting as agent on your behalf, to conclude licences of that design with creative buyers on the Standard Licence Terms;
- an irrevocable, perpetual, worldwide licence to use and copy the design (or images of it) for the purposes of promoting our business and the Site; and
- an irrevocable, perpetual worldwide licence to keep copies of any design files submitted to us by you for record-keeping purposes, and to make such designs available for download solely to creative buyers who purchased a licence of such designs from you on the Standard Licence Terms during the period during which the design was featured on the Site.
Waiver. You hereby waive irrevocably all moral rights in each design submitted by you (i.e. the right to be identified as its author and object to its derogatory treatment) to which you may be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time or under all similar legislation from time to time in force anywhere in the world.
4. Design Requirements
Design Elements. When we refer to “designs” in our Terms then unless otherwise provided we are referring both to complete designs and also to design elements. Design elements are individual images, or collections of images, which creative buyers can use to create their own designs. The creative buyers can then use the design element, as incorporated in their own design, in the same manner in which the creative buyer could use a complete design featured on the Site: i.e. in accordance with the Standard Licence Terms.
Quality. All designs submitted to our Site must:
- be lawful and appropriate in tone and subject matter. In particular, they must not contain any text or imagery which is defamatory, fraudulent, racist, offensive, inflammatory or pornographic;
- not contain any “live” fonts. All fonts used must be converted to outlines;
- not contain any fonts for which you have not obtained a licence permitting you to create and licence the design in accordance with these Terms (which might be a “free for commercial use” licence);
- not contain any logos or imagery from any existing company, organisation or brand;
- contain any imagery of any fictional character in whom character rights may be owned by any existing company, organisation or brand (for example, Robin Hood is acceptable, but Disney’s Robin Hood is not);
- not contain images of any person unless you have obtained any necessary rights to the use of their image; and
- not be available for licensing from any other site (whether your own, or whether operated by another person such as a stock image or design site) or person.
- not contain any shared elements with any design you have already uploaded (for example, it should not be a colourway of another design, or contain an image which has been uploaded in another design).
Warranties. You warrant and undertake to us that in relation to any design you submit:
- you are the sole legal and beneficial owner of all intellectual property rights in the design;
- you are the sole legal and beneficial owner of all intellectual property rights in any work incorporated in the design (such as any photograph) or otherwise have obtained all necessary rights to incorporate such works in the design and to licence the design in accordance with these Terms;
- you are free to grant all rights granted under these Terms, especially the Standard Licence Terms (and in particular that you have not assigned, or granted any conflicting licence under, the intellectual property rights in the design);
- you will not grant any conflicting licence under the intellectual property rights in the design to any other person at any time;
- the use of design will not infringe the intellectual property rights of any third party;
- there have been no claims, challenges, disputes or proceedings made or threatened in relation to the ownership, validity or use of any rights in the design; and
- the design is an original work and has not been copied wholly or substantially from any other source (and in particular it is not and does not contain any existing image from any other site or source).
Indemnity. You will indemnify us and hold us harmless against any liability, damages, costs or expenses (including without limitation legal fees) which we suffer or incur in connection with any breach of these warranties and undertakings or any failure of any design you submit to meet the quality requirements set out in this Section.
Application of the Standard Licence Terms. All licences of designs through the Site shall be on the Standard Licence Terms. As mentioned above, the Standard Licence Terms document a contract between you and the creative buyer of your design under which you grant them a licence to use that design. The licence options are Standard, Enhanced or Exclusive. See our Licensing page or the Standard Licence Terms for the differences between these three types of licences.
By default you will be offering an Exclusive licence, although you may choose to offer one of the other licensing options in addition as well. You should note that if you offer a Standard or Enhanced licence option and a creative buyer takes a licence under that option, you will no longer be able to offer the option of an Exclusive licence.
Whatever licensing option(s) you select, appoint us as your agent to conclude a contract to grant that licence on your behalf under the Standard Licence Terms in accordance with the remainder of this Section.
Ordering process. When a creative buyer places an order for a design offered by you, several things will happen:
- the creative buyer will be required to accept the Standard Licence Terms. This means that he or she is entering into a legally binding contract with you under which you agree to licence the designs and they agree to pay the licence fee;
- we will send a notification to you and to the creative buyer, identifying you both to each other, so that you may communicate in relation to any matter relating to the licence granted (e.g. if one of you spots an infringing design in the future);
- the creative buyer will pay the licence fee to us;
- we will remit the licence fee to you, less our Commission (see the paragraph headed “PayPal fees and our commission” below);
- we will make the licence available to the creative buyer for download; and
- if the licence purchased is exclusive, we will remove the design from our Site so that no other person may take a licence of it.
Payment processing. Our nominated payment processing service provider is PayPal (Europe) S.a.r.l. et Cie, S.C.A. (“PayPal”). The terms on which PayPal provides payment processing services, which govern your use of your PayPal account, how funds are relayed to you, any applicable processing fees and other important issues, are all set out in your contract with PayPal based on PayPal’s standard terms. We are not responsible for PayPal’s performance or for any dispute between you and PayPal.
PayPal fees and our commission. We facilitate the payment made by the creative buyer to you through PayPal. How this works is that the creative buyer makes their payment to us, and then we remit that payment to you less our commission, which is forty per cent (40%) of the overall licence fee payable by the creative buyer (the “Commission”). We will pay PayPal’s payment processing fee, being a percentage of the transaction value, out of the Commission.
Your obligations. Once an order has been made through the Site and you have received your payment, you are bound by the Standard Licence Terms and must fulfil all obligations to the creative buyer under them.
6. Cancellation and Refunds
Cancellation and refunds. We do not generally offer any right of cancellation or refund to any creative buyer. If, however, it is necessary for us to refund to any creative buyer any licensing fee paid by that creative buyer (for example, due to any technical error on the Site, or if the creative buyer is a consumer and changes its mind and elected not to download the design) then we will notify you, may recover from you any sums paid to you in connection with that fee, and may instruct PayPal accordingly.
Disputes. If you are in dispute with any creative buyer, then it is your responsibility to resolve that dispute promptly and courteously. While we will support you in dispute resolution where appropriate, ultimately the licence is between you and the creative buyer and any dispute is likewise between the two of you.
7. Removing Designs from the Site
Removal. You may remove any or all of your designs from the Site at any time, using the functions of the Site accessible through your account.
Effect of Removal. Removing your design shall not affect any perpetual licence granted by you to any creative buyer or to us in relation to that design. In particular, we may continue to use images of that design to promote our Site and business and any creative buyer may continue to exercise such rights as have been granted to it under the Standard Licence Terms. We will also retain a copy of that design so that it can be made available to any creative buyer for re-download if they purchased a licence of that design prior to its removal.