Terms and Conditions

GABRIELA FUENTE EXCLUSIVE DESIGN STUDIO EHF.

LICENSING AGREEMENT

THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN THE BUYER OF ANY PRODUCT ON THE WEBSITE (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 PLACING AN ORDER ON THE WEBSITE, OR BY CLICKING "I ACCEPT" WHERE SUCH A BUTTON IS SHOWN, THE LICENSEE ACCEPTS THE TERMS AND CONDITIONS BELOW AS AN INTEGRATED PART OF THE AGREEMENT BETWEEN THE LICENSEE AND THE LICENSOR.

IF THE LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, IT WILL NOT HAVE ANY RIGHT TO USE ANY DESIGN OR OTHER PRODUCT AVAILABLE ON https://exclusivedesignstudio.com/

1. DEFINITIONS

"Design" means a print, pattern, all metadata, or apparel graphic and keywords, descriptions and captions associated with that Design.

"Product" means anything offered for purchase on the Website, including Designs, reports, mockups, brushes, templates, tools and bundles.

"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 or other Product 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 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 a Licensed Exclusive Design.

"Website" means gabrielafuente.com and https://exclusivedesignstudio.com/

2. GRANT OF LICENCE

2.1 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, for the purpose of decorating or illustrating products or services marketed under the Licensee's own brand or brands (the "Licensed Rights"). The licence is not limited by quantity, territory or type of product.

2.2 The scope of use of every other Product (reports, mockups, brushes, templates, tools and bundles) is as described on that Product's page on the Website at the time of purchase, which description forms part of this agreement. Unless the Product page says otherwise, every Product is licensed for the Licensee's own internal use only.

2.3 For the avoidance of doubt, no kind of sub-licensing of the Licensed Design or any other Product 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.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 All Intellectual Property Rights (as defined in Article 1) in the Licensed Design and in every other Product 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 any Product by virtue of this agreement.

3.2 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:

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 Article 3.2, the Licensee acknowledges that:

3.3.1 the Licensor shall, at its absolute discretion, decide what action to take, if any;

3.3.2 the Licensor shall have exclusive control over, and conduct of, all claims and proceedings;

3.3.3 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

3.3.4 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.

4. THE LICENSOR'S UNDERTAKINGS AND RESERVATIONS

4.1 The Licensor 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, 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;

4.1.3 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

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.

4.2 Exclusivity. A Licensed Exclusive Design is withdrawn from sale once it has been licensed and cannot be licensed a second time. Should a Licensed Exclusive Design nevertheless be licensed to more than one Licensee, the licence granted first in time shall stand, the Licensor shall inform the later Licensee without delay and shall refund to the later Licensee the Licence Fee paid in full, and such refund shall be the later Licensee's sole and exclusive remedy.

5. THE LICENSEE'S UNDERTAKINGS

5.1 The Licensee hereby warrants and undertakes that it has full authority to enter into this agreement.

5.2 The Licensee shall use the Licensed Design without any amendments or alterations. Any modifications to the Licensed Design are subject to permission by the Licensor. The Licensee should contact the Licensor by e-mail at gabriela@gabrielafuente.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.

5.3 The Licensee shall be obliged to make credit to the 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.

5.4 The provisions of this Article apply to the Licensed Non-exclusive Design, the Licensed Exclusive Design and every other Product.

5.5 Portfolio. The Licensor takes pride in seeing its Designs in use. Once the Licensee has launched a product made with a Licensed Design, meaning the product is on sale or has been shown publicly by the Licensee, the Licensee grants the Licensor a non-exclusive, royalty-free licence to show images of that product in the Licensor's portfolio, including on the Website, in the Licensor's newsletters and on the Licensor's social media channels, solely to showcase the Design and the ways in which the Licensor's clients use it. The Licensor shall credit the Licensee's brand by name unless the Licensee asks otherwise, shall not show any product before the Licensee has launched it, shall not disclose the Licensee's sales, prices or plans, and shall not represent that the Licensee endorses the Licensor beyond its use of the Design. If the Licensee prefers that a particular image, or its products in general, not appear in the Licensor's portfolio, the Licensee may notify the Licensor by email at gabriela@gabrielafuente.com and the Licensor shall remove the image within seven (7) working days, with no effect on the Licensee's licence or membership. Where product images show people, the Licensee shall ensure that it holds the necessary permission for this use; if in doubt, the Licensee may ask the Licensor to use the Licensor's own product images instead.

5.6 No resale or transfer. Every Product purchased on the Website is licensed to the Licensee alone, for use by the brand or business for which it was bought. The Licensee shall not sell, resell, lease, lend, give away, distribute, publish, share, upload to any public or third-party platform, or otherwise make available to any third party any Product, the digital files in which it is delivered, or any copy, extract, variation or derivative thereof. This applies in particular to reports, mockups, brushes, templates, tools and Licensed Non-exclusive Designs, which may not be passed on to any other person or company under any circumstances. The only exception is the Licensee's own manufacturers and suppliers, who may receive a Licensed Design to the extent strictly necessary for the production of the Licensee's own products, who shall be bound by restrictions no less stringent than those contained herein and for whose acts and omissions the Licensee shall remain responsible.

5.7 Artificial intelligence. The Licensee shall not, and shall not permit or procure any third party or Automated Agent (as defined in Article 11) to, use any Product or any part thereof, in any form or resolution, (a) as training, fine-tuning, validation, testing or reference data for any artificial intelligence, machine learning or similar system; (b) as an input, prompt, reference or seed for the generation of images, patterns or designs by any such system; or (c) for the purpose of creating any dataset, model, embedding or tool capable of reproducing, imitating or generating works in the style of the Licensed Design or of the Licensor. The Licensor expressly reserves all rights in respect of text and data mining of every Product. Any breach of this Article 5.7 shall constitute a material breach of this agreement incapable of remedy, and Article 11 shall apply.

5.8 Sampling before production. The Licensee shall produce and approve a sample (strike-off) of the Licensed Design on the intended material and by the intended printing method before committing to any production run. Colour, scale, repeat and file issues are to be identified at sample stage. Where the Licensee reports such an issue to the Licensor before production, Article 9.2 applies. The Licensor accepts no responsibility for any production run undertaken without a sample, or for any issue that a sample would have revealed.

6. PRICING, PAYMENT AND DELIVERY

6.1 The Licensee shall pay a Licence Fee in accordance with what is displayed on the Website when entering into this agreement.

6.2 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 Product shall be made available to the Licensee in accordance with Article 6.3 below.

6.3 Products are delivered as digital files. Once payment is authorised, the files are made available for download on the Licensee's download page on the Website and a download link is also sent to the Licensee by email. Designs are delivered as files compatible with Adobe Photoshop unless described otherwise on the Product page. For the avoidance of doubt, a Design file contains the Design only and does not include any presentation files, such as mockups and other forms of presentation used on the Website to show the Design.

6.4 Files are normally available immediately after payment. Should a file not be available, the Licensor shall make it available within seven (7) working days of receipt of the Licence Fee.

6.5 Cancellation and refunds. The Licensee may cancel a purchase and receive a full refund at any time before it has downloaded the file, by writing to gabriela@gabrielafuente.com. Subject to Articles 4.2, 7.6 and 9.2, once the Licensee has downloaded the file the Licensor does not accept cancellation of the purchase or refund of the Licence Fee. The foregoing 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 be made in accordance with this Act's provisions.

6.6 In the event of an Exclusive Design Development, 50% of the total Licence Fee shall be payable upon placement of the order. This part of the Licence Fee covers the development cost associated with the Exclusive Design and is non-refundable. The remaining 50% of the Licence Fee shall be payable upon 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 license the Design to another customer without any refund to the Licensee.

7. LIMITATION OF LIABILITY

7.1 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 Articles 4.1.2 to 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.

7.2 Colours may differ slightly when printing depending on the Licensee's computer monitor settings, materials and printing method, and the Licensor makes no warranties or representations in relation thereto. Article 5.8 applies.

7.3 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.

7.4 Whilst the Licensor makes all reasonable attempts to exclude computer viruses from the files it delivers, it cannot ensure such exclusion and no liability is accepted for computer viruses. Thus, it is recommended that the Licensee thoroughly scans every file on receipt and insures itself against any associated risk.

7.5 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.

7.6 Cap on liability. Without prejudice to Article 7.5, and to the fullest extent permitted by law, the total aggregate liability of the Licensor to the Licensee arising out of or in connection with this agreement and any Product, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the Licence Fee actually paid by the Licensee for the Product concerned, and a refund of that Licence Fee shall be the Licensee's sole monetary remedy, without prejudice to the correction and re-delivery of a file under Article 9.2.

7.7 None of the Articles above shall apply so as to restrict liability for death or personal injury resulting from the negligence of the Licensor, fraud or fraudulent misrepresentation.

7.8 For the avoidance of doubt the Licensor is not liable for possible infringing activities of third parties, including the unauthorised copying, downloading, scraping or reproduction of any Design from the Website by any person or Automated Agent (as defined in Article 11). The Licensee acknowledges that the Exclusive Section is reserved to approved members, that every Design shown on the Website carries a watermark and is displayed at a lower resolution than the original file, and that such measures are reasonable protection; the Licensor gives no further guarantee against copying by third parties.

8. INDEMNITY

8.1 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 a Product that is not expressly permitted therein.

9. DEFECTIVE FILES AND TERMINATION

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 seven (7) working days after written notice requiring the same to be remedied has been given.

9.2 Defective files. If a file delivered to the Licensee is defective, meaning it does not open, is incomplete, or does not correspond to the Product as described on the Website, the Licensee shall notify the Licensor in writing at gabriela@gabrielafuente.com, describing the defect and, where relevant, attaching the sample image referred to in Article 5.8. The Licensee may then choose either (a) correction, in which case the Licensor shall correct and re-deliver the file free of charge within seven (7) working days of receiving the notice, or (b) a full refund of the Licence Fee paid for that Product, in which case the licence for that Product ends on payment of the refund and the Licensee shall delete every copy of the file. If the Licensor fails to re-deliver a corrected file within the seven (7) working days under option (a), the Licensee may switch to option (b).

9.3 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.

9.4 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.

10. MISCELLANEOUS

10.1 The Licensor shall be entitled to assign all rights granted under this agreement to any third party without notice to the Licensee. The Licensee shall not be entitled to assign or sub-license its rights under this agreement.

10.2 The Licensee confirms that it is acting on its 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 the Licensor shall be as displayed on the Website from time to time and the Licensee's email address shall be as submitted by the Licensee to the Website upon the purchase of the Product.

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 This agreement shall be governed by and read and construed in accordance with the laws of Iceland and the parties hereto submit to the exclusive jurisdiction of the Courts of Iceland for the settlement of any disputes hereunder.

10.7 The Licensor may update the terms of this agreement from time to time. The version of this agreement posted on the Website at the time of the purchase shall be the agreement that governs the purchase in question.

11. USE OF THE WEBSITE AND PROHIBITION ON AUTOMATED EXTRACTION

11.1 NOTICE TO AUTOMATED SYSTEMS. All designs, images, previews, thumbnails, mockups, trend reports and other material on this Website are copyright works owned by Gabriela Fuente Exclusive Design Studio ehf. They are not licensed for crawling, scraping, downloading, text and data mining, or the training, fine-tuning, evaluation or operation of any artificial intelligence or machine learning system. All such rights are expressly reserved. Any Automated Agent accessing this Website, and the person or company that operates it, is bound by this Article 11 and shall be liable for any breach of it. This notice is given by the rightholder. Reproduction of the Website Content without licence is an infringement of copyright under the Icelandic Copyright Act No. 73/1972 and the laws of the country of access, whether or not these terms have been accepted.

11.2 In this Article 11, "Website Content" means all Designs, images, previews, thumbnails, mockups, trend reports and other material displayed on the Website; "Automated Agent" means any crawler, scraper, bot, script, browser extension, agent, large language model, model-based assistant or other software or system which accesses, reads, copies or processes the Website or any part thereof otherwise than through a natural person viewing it on screen; and "Operator" means any person, company or organisation which develops, deploys, instructs, controls or benefits from such Automated Agent.

11.3 The Website Content is the property of the Licensor and is protected by copyright and other Intellectual Property Rights. Access to the Website, whether or not the visitor holds an account or has purchased a Product, confers no right or licence in respect of the Website Content save the right to view it on screen, by a natural person, for the purpose of considering a purchase.

11.4 No person and no Automated Agent shall, without the prior written permission of the Licensor, copy, download, save, screenshot, scrape, crawl, extract, reproduce, trace, redraw, adapt, modify, distribute, publish, display or otherwise use any Website Content, in whole or in part, by any means whether manual or automated, nor circumvent any technical measure by which the Licensor restricts access to or copying of the Website Content, save that an approved member of the Licensor's design library may capture a low-resolution image of a Design solely for internal evaluation of a possible purchase by its own staff, and shall delete it if no licence is taken.

11.5 No person and no Automated Agent shall use any Website Content, in any form or resolution, (a) for the training, fine-tuning, validation, testing or operation of any artificial intelligence, machine learning or similar system; (b) as an input, prompt, reference or seed for the generation of images, patterns or designs by any such system; or (c) for the compilation of any dataset, model, embedding or tool. The Licensor expressly reserves its rights in respect of text and data mining of the Website Content, including for the purposes of Article 4(3) of Directive (EU) 2019/790 where that Directive applies and of any provision to equivalent effect which may hereafter apply in Iceland, and such reservation is additionally expressed in machine-readable form on the Website.

11.6 Liability of Operators. Where an Automated Agent acts in breach of this Article 11, the Licensor shall treat its Operator as the person responsible for that breach, jointly and severally with any account holder through whose account the access was obtained, and the Operator shall not be entitled to rely on the autonomous or unsupervised nature of the Automated Agent, on any absence of knowledge of these terms, or on any instruction given to the Automated Agent by a third party, as a defence.

11.7 Enforcement. Any breach of this Article 11 would cause the Licensor loss for which damages alone would not be an adequate remedy. Upon becoming aware of any such breach the Licensor shall be entitled, without prejudice to any other right or remedy, to suspend or terminate any relevant account and to refuse any future application, to seek injunctive relief in any competent court, to require the immediate deletion of all copies, datasets, models, weights and outputs derived from the Website Content together with written certification thereof, to recover as a debt a licence fee for each Design concerned at the Licensor's then-current rate for an exclusive licence, which the parties agree is a genuine pre-estimate of the Licensor's loss and is without prejudice to the Licensor's right to prove and recover any greater loss, and to recover all costs, including legal costs, incurred in identifying the breach and enforcing this Article 11. The Licensor will pursue such breaches.