PATTERNBANK LICENSING AGREEMENT
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ENTERING INTO THIS AGREEMENT. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND PATTERNBANK LIMITED, INCORPORATED AND REGISTERED IN ENGLAND AND WALES WITH COMPANY NUMBER 08436656 WHOSE REGISTERED OFFICE IS AT 86-90 Paul Street, London EC2A 4NE (“PATTERNBANK”).
IF YOU WISH TO ORDER YOUR CHOSEN DESIGN FROM PATTERNBANK.COM YOU MUST INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS BY CLICKING THE ‘I ACCEPT’ BUTTON BELOW. PATTERNBANK WILL BE DEEMED TO HAVE ENTERED INTO THIS AGREEMENT WITH YOU ONCE YOU HAVE CLICKED ‘I ACCEPT’.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU WILL NOT HAVE ANY RIGHT TO USE ANY DESIGN AVAILABLE TO BE LICENSED ON PATTERNBANK.COM.
“Design” means include a print, pattern all metadata, or apparel graphic and shall keywords, descriptions and captions associated with that Design.
“Design Contributor” means the contributor of the Licensed Design to the Website.
“Design Contributor Agreement” the agreement between the Website and the Design Contributor pursuant to which the Licensed Design is licensed to Patternbank.
"Intellectual Property Rights" means all copyright, patents, database rights, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.
"Licence Fee" the licence fee payable for the use of the Licensed Design as set out on the Website.
“Licensed Design” means either the Licensed Standard Design or the Licensed Premium Design (as applicable).
“Licensed Premium Design” means the Design from the Premium Section to be licensed to you in accordance with the terms of this agreement.
“Licensed Personal Design” means the Design from the non-exclusive Section to be licensed to you in accordance with the terms of this agreement.
“Commercial License” gives you additional rights with non-exclusive Licensed Designs in exchange for an additional license fee to be licensed to you in accordance with the terms of this agreement.
“Licensed Rights” has the meaning given to it in clause 2.1.
“Premium Section” the section of the Website containing Designs, each of which may be only be sold on an exclusive, one-off basis to only one licensee.
“Personal/Commerical Section” the section of the Website containing Designs, each of which may be sold to multiple licensees.
“Usage Guidelines” the guidelines governing your use of the Licensed Design.
“Website” means patternbank.com.
2. GRANT OF LICENCE
2.1. In consideration of payment to Patternbank of the Licence Fee, Patternbank hereby grants to you either a non-exclusive licence to use the Licensed Personal/Commercial Design or an exclusive licence to use the Licensed Premium Design (as applicable) 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 including under the Copyright, Designs and Patents Act 1988 as amended from time to time or any enactment that replaces it to enable you to, strictly in accordance with the Usage Guidelines, to use the Licensed Design whether alone or incorporated in or in conjunction with other works worldwide and in all media whether now known or hereafter devised (the “Licensed Rights”). In addition to the non-exclusive Licensed Design a Commercial License may be purchased that enables you to add additional rights for Items for Resale up to 500 units / items / metres which includes physical products for sale including clothing, t-shirts, homeware, stationery, accessories, posters, postcards and commercial merchandise and Items for Resale + Unlimited Reproduction which allows over 500 units / items /meters for resale.
2.2. You hereby undertake not to use the Licensed Design in any way which could reasonably be said to be competitive with or damage Patternbank’s business.
3. INTELLECTUAL PROPERTY RIGHTS
3.1. You acknowledge that you obtain no Intellectual Property Rights whatsoever in the Licensed Design by virtue of this agreement and that all Intellectual Property Rights in the Licensed Design shall at all times be and remain the property of the Design Contributor, who has granted Patternbank the right to sub-license the Licensed Design in accordance with the terms of the Design Contributor Agreement.
3.2. You shall immediately notify Patternbank in writing giving full particulars if any of the following matters come to your attention:
3.2.1. any actual, suspected or threatened infringement of the Intellectual Property Rights in the Licensed Design;
3.2.2. any claim made or threatened that the Licensed Design infringes the rights of any third party; or
3.2.3. any other form of attack, charge or claim to which the Intellectual Property Rights in the Licensed Design is subject.
3.3. In respect of any of the matters listed in clause 3.2, it is acknowledged that:
3.3.1. the Design Contributor shall, at his absolute discretion, decide what action to take, if any;
3.3.2. the Design Contributor shall have exclusive control over, and conduct of, all claims and proceedings;
3.3.3. you shall not make any admissions other than to Patternbank 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
3.3.4. 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.
4. PATTERNBANK’S UNDERTAKINGS
4.1. Patternbank hereby warrants and undertakes that:
4.1.1. It has full authority to enter into the terms of this agreement;
4.1.2. To its reasonable knowledge and belief (given the terms of the Design Contributor Agreement), the Licensed Design does not incorporate any material that infringes the Intellectual Property Rights or any other rights of any third party, nor does it contain any obscene, blasphemous or defamatory matter, and its exploitation shall not, to Patternbank’s reasonable knowledge or belief, place any person in contempt of court or in breach of any provision of any statute;
4.1.3. The Intellectual Property Rights in the Licensed Design have not, to its reasonable knowledge and belief (given the terms of the Design Contributor Agreement), been licensed to any third party prior to submission of the Licensed Design to the Website; and
4.1.4. It is not, at the date of this agreement, aware of any claim by any third party that the Licensed Design or any pre-existing material incorporating the Licensed Design or included within the Licensed Design, or the exploitation of the Licensed Design by either party, has infringed or will infringe any rights of any third party.
5. YOUR UNDERTAKINGS
5.1. You hereby warrant and undertake that:
5.2. You shall not exercise the Licensed Rights in any way that is or renders the 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;
5.3. You shall secure all third-party permissions and clearances necessary to enable you to exercise the rights granted to you under this agreement; and
5.4. You have full authority to enter into this agreement.
6. PRICING AND PAYMENT
6.1. You acknowledge that the Licence Fee is that displayed on the Website when you enter into this agreement.
6.2. You shall pay the Licence Fee immediately to Patternbank in accordance with the methods of payment set out on the Website and, upon authorisation of such payment, the Licensed Design shall be available to you for download.
7. LIMITATION OF LIABILITY
7.1. The Licensed Design has not been created to meet your individual requirements and it is your sole responsibility to satisfy yourself prior to entering into this agreement that the Licensed Design will meet your requirements. Patternbank makes no warranty or representation in that respect and no failure of any part or the whole of the Licensed Design to be suitable for your requirements shall entitle you not to accept the same or give rise to any right or claim against Patternbank.
7.2. Whilst Patternbank makes all reasonable attempts to exclude viruses from the Licensed Design, it cannot ensure such exclusion and no liability is accepted for viruses. Thus, you are recommended on receipt to thoroughly scan the Licensed Design and insure yourself against any associated risk.
7.3. To the fullest extent permitted by law, Patternbank shall not be liable to you for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from your exercise of the rights granted to you under this agreement.
7.4. Subject to clause 7.5 below, no matter how many claims are made and whatever the basis of such claims, Patternbank'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 clauses 7.1 to 7.3 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to GBP 1,000,000.
7.5. None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from the negligence of Patternbank or fraud or fraudulent misrepresentation and, only if you are a consumer, Patternbank do not in any way exclude or limit out liability for:
7.5.1. Any breach of the terms implied by section 12 of the Sale of Goods Act 1979;
7.5.2. Any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979;
7.5.3. Defective products under the Consumer Protection Act 1987.
8.1. You shall indemnify Patternbank 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 Patternbank arising out of or in connection with any breach by you of the terms of this agreement, in particular any use of the Licensed Design which either breaches the Usage Guidelines or any use that is not expressly permitted therein.
9.1. Either party may terminate this agreement immediately if the other 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.
9.2. In the event of termination of this agreement, all rights granted pursuant to this agreement shall cease.
10.1. Patternbank shall be entitled to assign or license all the rights granted to it under this agreement to any third party without notice to you. You shall not be entitled to assign or sub-license your rights under this agreement.
10.2. You confirm that you are acting on your own behalf and not for the benefit of any other person.
10.3. All notices to be served in accordance with this agreement may be served by email. The email address of Patternbank shall be as displayed on the Website from time to time and your email address shall be as submitted by you to the Website upon the purchase of the licence to use the Design.
10.4. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
10.5. 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.
10.6. The Design Contributor shall have the right enforce any of the terms of this agreement against you.
10.7. This agreement shall be governed by and read in and construed in accordance with the Laws of England and the parties hereto submit to the exclusive jurisdiction of the Courts of England and Wales for the settlement of any disputes hereunder.