GABRIELA FUENTE EXCLUSIVE DESIGN STUDIO EHF.
THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN THE BUYER OF THE LICENSED DESIGN (THE “LICENSEE)” AND GABRIELA FUENTE EXCLUSIVE DESIGN STUDIO EHF., INCORPORATED AND REGISTERED IN ICELAND WITH COMPANY ID NUMBER 670120-0580 WHOSE REGISTERED OFFICE IS AT FURUGRUND 42, 200 KÓPAVOGUR (THE “LICENSOR”).
BY CLICKING THE ‘I ACCEPT’ BUTTON, THE LICENSEE ACCEPTS THE TERMS AND CONDITIONS BELOW AS BEING AN INTEGRATED PART OF THE AGREEMENT BETWEEN THE LICENCEE AND LICENSOR.
IF THE LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, IT WILL NOT HAVE ANY RIGHT TO USE ANY DESIGN AVAILABLE TO BE LICENSED ON https://exclusivedesignstudio.com/
“Design” means a print, pattern, all metadata, or apparel graphic and keywords, descriptions and captions associated with that Design.
"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" means the fee payable for the use of the Licensed Design as set out on the Website.
“Licensed Design” means either the Licensed Non-exclusive Design or the Licensed Exclusive Design (as applicable).
“Licensed Exclusive Design” means the Design from the Exclusive Section to be licensed to the Licensee in accordance with the terms of this agreement.
“Licensed Non-exclusive Design” means a non-exclusive Design licensed to the Licensee in accordance with the terms of this agreement.
“Licensed Rights” has the meaning given to it in Article 2.1.
“Exclusive Section” means 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.
“Exclusive Design Development” means the services of the Licensor for designing a Design that will be licensed to the Licensee on the same terms as for an Licensed Exclusive Design.
“Website” means gabrielafuente.com and https://exclusivedesignstudio.com/
GRANT OF LICENCE
In consideration of payment of the Licence Fee, the Licensor hereby grants to the Licensee
either a non-exclusive licence to use the Licensed Non-exclusive Design,
or an exclusive licence to use the Licensed Exclusive Design (as applicable),
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”) and by methods now known or later taken into use, for the purpose of decorating or illustrating products or services marketed by Licensee, during the full period of copyright including all periods of renewal, extension and revival of the copyright and thereafter in perpetuity.
For the avoidance of doubt, no kind of sub-licencing of the Licensed Design is permitted by the Licensee. The licence may not be used in any way which could reasonably be said to be competitive with or damage the Licensor’s business.
INTELLECTUAL PROPERTY RIGHTS
2.1 All Intellectual Property Rights (as defined in Article 1) in the Licensed Design provided or made available to the Licensee hereunder will remain the exclusive, sole and absolute property of the Licensor. The Licensee acknowledges that it obtains no Intellectual Property Rights whatsoever in the Licensed Design by virtue of this agreement.
2.2 The Licensee shall immediately notify the Licensor in writing, giving full particulars, in the event any of the following matters come to the Licensee’s attention:
2.2.1 any actual, suspected or threatened infringement of the Intellectual Property Rights in the Licensed Design;
2.2.2 any claim made or threatened that the Licensed Design infringes the rights of any third party; or
2.2.3 any other form of attack, charge or claim to which the Intellectual Property Rights in the Licensed Design is subject.
2.3 In respect of any of the matters listed in Article 3.2, the Licensee acknowledges that:
2.3.1 the Licensor shall, at its absolute discretion, decide what action to take, if any;
2.3.2 the Licensor shall have exclusive control over, and conduct of, all claims and proceedings;
2.3.3 The Licensee shall not make any admissions other than to the Licensor and shall provide the Licensor with all assistance that it may reasonably require in the conduct of any claims or proceedings; and
2.3.4 the Licensor shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.
THE LICENSOR’S UNDERTAKINGS AND RESERVATIONS
3.1 The Licensor hereby warrants and undertakes that:
3.1.1 It has full authority to enter into the terms of this agreement;
3.1.2 to its reasonable knowledge and belief, the Licensed Design does not incorporate any material that infringes the Intellectual Property Rights or any other rights of any third party and that it shall not, to the Licensor’s reasonable knowledge or belief, place any person in contempt of court or in breach of any provision of any statute;
3.1.3 the Intellectual Property Rights in the Licensed Exclusive Design have not, to its reasonable knowledge and belief, been licensed to any third party prior to submission of the Licensed Exclusive Design to the Website; and
3.1.4 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.
THE LICENSEE’S UNDERTAKINGS
4.1 The Licensee hereby warrants and undertakes that it has full authority to enter into this agreement.
4.2 The Licensee shall use the Licensed Design without any amendments or alterations. Any modifications to the Licensed Design are subject to permission by Licensee. Licensee should contact Licensor by e-mail [ email@example.com ] for such inquiries. . However, the Licensee shall not exercise the Licensed Rights in any way that is or renders the Licensed Design obscene, defamatory, violent, racist, sexist, or to make political or religious statements, or in breach of the privacy or any other rights of a third party or any law anywhere in the world. If the Licensee exercises the Licensed Rights in violation of this Article, this shall constitute a material breach which is incapable of remedy and the Licensor may terminate this agreement immediately in accordance with Article 9.
4.3 Licensee shall be obliged to make credit to Licensor as applicable. For the avoidance of doubt any publishing in print media requires such crediting. Credit shall be designated as follows: © in design: Gabriela Fuente.
. The provisions of this Article apply to Licensed Non-exclusive Design and Licensed Exclusive Design.
PRICING, PAYMENT AND DELIVERY
5.1 The Licensee shall pay a Licence Fee in accordance with what is displayed on the Website when entering into this agreement.
5.2 The Licensee shall pay the Licence Fee immediately to the Licensor in accordance with the methods of payment set out on the Website and, upon authorisation of such payment, the Licensed Design shall be made available to the Licensee in accordance with Article 6.3 below.
5.3 The Licensed Design will be sent by email as a digital file, compatible with Adobe Photoshop unless described otherwise on the website. For the avoidance of doubt, the file will only contain the Licensed Design, and not include any presentation files, such as mock-ups and other forms of presentation used on the Website to show the design.
5.4 In most cases, the Licensed Design will be sent to the Licensee within a few hours from receipt of the License Fee. However, if necessary, the Licensor reserves the right to send the Licensed Design within three (3) business days from receipt of the License Fee.
5.5 Notwithstanding Article 9.3 below, once the Licensee has downloaded the digital file, the Licensor does not accept cancellation of the purchase or to refund the License Fee. The aforementioned does not apply if the Licensee is a consumer, as defined in the Icelandic Act on Consumer Contracts No. 16/2016, in which case cancellations of purchases will made be in accordance with this Act’s provisions.
5.6 In the event of a of an Exclusive Design Development, 50% of the total License Fee shall be payable upon placement of the order. This part of the License Fee covers the development cost associated with the Exclusive Design and is non-refundable. The remaining 50% of the License Fee shall be payable upon on the Licensee’s confirmation of wishing to use the Exclusive Design and thus proceed with the development. If the Licensee does not wish to use the Exclusive Design and has not procured the payment of the remaining 50% within two weeks , the Licensor may licence the design to another customer without any refund to the Licensee.
LIMITATION OF LIABILITY
6.1 The Licensed Design has not been created to meet the Licensee’s individual requirements and it is the Licensee’s sole responsibility to satisfy itself prior to entering into this agreement that the Licensed Design will meet its requirements. The Licensor expressly, except for the warranties stated above in 4.1.2 – 4.1.4, disclaims and excludes any and all warranties, representations and conditions, whether express or implied, whether arising by or under statute, custom usage, course of performance or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement.
6.2 Colours may differ slightly when printing depending on the Licensee’s computer monitor settings and the Licensor makes no warranties or representations in relation thereto.
6.3 Images that illustrate how the Licensee can apply the Licensed Design are purely for information purposes and put forth as examples and the Licensor makes no warranties or representations in relation thereto.
6.4 Whilst the Licensor makes all reasonable attempts to exclude computer viruses from the Licensed Design, it cannot ensure such exclusion and no liability is accepted for computer viruses. Thus, it is recommended that the Licensee thoroughly scans the Licensed Design on receipt and insures itself against any associated risk.
6.5 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee’s exercise of the rights granted to it under this agreement.
6.7 None of the Articles above shall apply as to restrict liability for death or personal injury resulting from the negligence of the Licensor, fraud or fraudulent misrepresentation.
6.8 For the avoidance of doubt the Licensor is not liable for possible infringing activities of third parties.
7.1 The Licensee shall indemnify the Licensor 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 the Licensor arising out of or in connection with any breach by the Licensee of the terms of this agreement, in particular any use of the Licensed Design that is not expressly permitted therein.
8.1 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 14 days after written notice requiring the same to be remedied has been given.
8.2 In the event of termination by the Licensee pursuant to this Article 9 due to the digital file being defect, the Licensor will return the paid Licence Fee if it fails to remedy the defect file within 14 days of receiving written notice thereof from the Licensee.
8.3 The Licensor may terminate this agreement immediately if the Licensee becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors.
8.4 In the event of termination of this agreement, all rights granted pursuant to this agreement shall cease and the Licensor may reuse or resell the Licensed Design.