1.Introduction

Overview. This Licence sets out the rights granted to a creative buyer (“you”) who purchases any design from our website at www.graphicmoda.com (which we’ll refer to as our “Site”).

GraphicModa Limited (“we” or “us”) are appointed by the creative designer to conclude this Licence as the creative designer’s agent, but the Licence is a contract between you and the relevant creative designer to which we are not a party. The creative designer will be identified to you before or at the time of purchase.

No remedy against GraphicModa.com. Because we are not a party to the Licence, any remedies that either you or the creative designer might have in relation to the use of the design under this Licence are against each other, not against us.

 

2. Grant

What can you do with the design?

In this section “Permitted Purpose” means doing any of the following for commercial or non-commercial purposes:

  • applying the design to physical products for resale with an unlimited print run, and selling and supplying those products. You can apply the design to any product, including (as a non-exhaustive list) t-shirts, posters, wallpaper, mobile phone covers, pencil cases, skateboards, USB drives, dresses, fabrics and soft furnishings;
  • using the design for the purposes of promoting those products in any medium;
  • using the designs in any medium for the purposes of promoting your other products and services or in the course of your design work (for instance, in web design or on flyers or posters); and
  • licensing another person to do any of the above activities in connection with any design brief for which that person has engaged you, provided that you do not redistribute the digital files obtained from GraphicModa.com or offer those files for digital resale.

What can’t you do with the design?

The Permitted Purpose does not include:

  • distributing the digital design file or granting licences under the design to others, except as needed to print your products (so, for example you may provide the design to your appointed manufacturer, but may not offer the design for resale or grant royalty-bearing licences to third parties to make their own products) or in the scope of your own design work. For example, if your client has asked you to prepare a design for some pillows, you could use the design for that purpose. However, you could not offer the design for digital download or licensing via your website;
  • using the design files as part of a package that will be distributed from another server (including for example HTML/CSS templates or themes for a CMS); or
  • using the design connection with any unlawful material (such as defamatory or fraudulent material or unlawful marketing communications) or any obscene, offensive, or immoral material.

The restrictions set out above will apply to the design and design file as originally provided to you and to any modification, development or derivative work based on the design or design file created by you.

Grant of licence. In consideration of your payment of the applicable fee, the creative designer grants to you one of the following licences under the design (depending on which licence option you selected when making your purchase). If you have selected design elements rather than a complete design then your licence is to use the design elements in isolation or in any design within the scope of the licence below.

In each case the licence is a worldwide, irrevocable, perpetual and royalty-free licence to use and copy the design for the Permitted Purpose:

  • if you selected a “Standard” licence then the creative designer grants to you a non-exclusive licence, including the right to modify the design (changing colours, etc.) (but because the image file is a flat .TIF editing is limited);
  • if you selected an “Enhanced” licence then the creative designer grants to you a non-exclusive licence, including the right to modify the design (and for that reason the image file containing the design will be editable); and
  • if you selected an “Exclusive” licence then the creative designer grants to you an exclusive licence. The image file containing the design may or may not be editable depending on how the design was created, If the image is editable then your licence includes the right to modify the design. Because the licence is exclusive, the design will be permanently removed from the Site after purchase.

Retention of rights. You acknowledge that you are granted a licence under the creative designer’s intellectual property rights in the design and not an assignment of those rights. The creative designer will remain owner of those rights and may grant non-conflicting licences under those rights to others. You may not make any claim to own the intellectual property rights in the design nor claim the design as your own work.

 Waiver. The creative designer waives irrevocably all moral rights in each design submitted by the creative designer (i.e. the right to be identified as its author and object to its derogatory treatment) to which the creative designer 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.

 

3. Warranties

Warranties. The creative designer warrants and undertakes to you that:

  • the creative designer is the sole legal and beneficial owner of all intellectual property rights in the design;
  • the creative designer is free to grant all rights granted under this Licence (and in particular has not assigned, or granted any conflicting licence under, the intellectual property rights in the design);
  • the creative designer will not grant any conflicting licence under the intellectual property rights in the design to any other person at any time;
  • when used in accordance with this Licence for the Permitted Purpose, 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;
  • the design is an original work and has not been copied wholly or substantially from any other source; and
  • the content of the design is in all ways lawful (and is not, for example, defamatory and does not constitute any unlawful hate speech or obscenity).

Indemnity. The creative designer will indemnify you and hold you harmless against any liability, damages, costs or expenses (including without limitation legal fees) which you suffer or incur in connection with any breach of these warranties and undertakings.

 

4. General

Infringements. If either you or the creative designer becomes aware of:

  • any actual, threatened or likely infringement of the intellectual property rights in the design by any third party; or
  • any allegation by any third party that the use of the design infringes any rights of that third party,

then it shall notify the other in writing, providing reasonable detail, and shall also notify us for our information. You and the creative designer may then decide how best to resolve the potential infringement risk.

GraphicModa.com Release. Both you and the creative designer acknowledge that we are not party to the Licence and shall not have any liability in relation to its subject matter and in particular any infringement caused by the use of the design. You and the creative designer each waive and release us from any liability, present or future, which we may have to you in connection with this Licence. We may rely on and enforce this provision.

Notice. For the purposes of serving notice under this licence, either party may contact the other by any form of hard copy post whose delivery is trackable, or by email, in each case to the address given by that party when registering for use of the Site (as updated from time to time). Notice by post shall not be deemed to have been received unless delivery is confirmed by tracking, and notice by email shall not be deemed to have been received unless the sender has received some form of confirmation of receipt from the recipient (such as a read receipt).

 Disputes and Governing Law. This Licence, and any claim or dispute in relation to its subject matter, is governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.

Entire Agreement. This Licence constitutes the entire agreement between the parties in relation to its subject matter. Each party acknowledges that in entering into the Licence it does not rely on any representation or warranty not set out in this Licence.

Third Party Rights. Other than our right to rely on and enforce the provision above headed “GraphicModa.com Release”, a person who is not a party to this Licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.