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Exclusive License

 

LICENCE AGREEMENT (EXCLUSIVE)

1              Our licence terms

This agreement sets out the terms on which purchasers of exclusive rights in designs downloaded from our website www.aofd.com are entitled to use those designs.  By purchasing exclusive rights in any design from our website you will be entering into this agreement on your own behalf, or if you are acting on behalf of an organisation, on its behalf (“you”). 

2              Auctions, licence payments and grant of licence

Exclusive rights in the designs featured on our website are made available for sale by auction.   By placing a bid for a design via our website, you agree that you are making a legally binding non-revocable offer to purchase an exclusive licence for the design in return for a one time licence payment (the “licence payment”) equal to the amount of your bid plus VAT (where applicable).

In order to submit a bid for a design via our website you must be a registered member of our website. Conditions of membership and any applicable charges are set out on our membership page.  Please note that your membership may be terminated (and any associated membership fees forfeited) if you do not honour any successful bid submitted by you for a design.

We reserve the right to cancel or withdraw any auction at our sole discretion.

The successful bid will be the highest bid which exceeds any minimum reserve price and other specified conditions at the end of the specified time period.  If your bid is successful we will send you an e-mail confirming we have accepted your bid, at which point you will be contractually bound to make payment of the licence payment.  

We accept payment by online debit and credit card payments via the secure online payment service Sage Pay.  All credit card information passed to Sage Pay is encrypted using 128-bit SSL certificates. Sage Pay adhere to the highest standards of compliance with the Payment Card Industry Data Security Standards and its security systems are scanned quarterly by Trustwave, an independent security assessor for the payment card industry.

We must receive payment in full before your licence is granted.  Once payment has been received by us we will provide you with a link to download the high resolution copy of the design in your secure membership account.  Our licence agreement for that design comes into force from the time that we issue our download link in your secure membership account.

In the event that we do not receive payment within 48 hours of issuing our e-mail confirming you as the winner of the auction, we reserve the right (without prejudice to any other remedies available to us) to:

·                withdraw our acceptance of your offer and relist the design licence for auction; and

·                terminate your membership of our site with immediate effect upon giving you notice (in which case any membership fees paid by you shall be non-refundable).

3              Rights granted

As a purchaser of a exclusive design licence from our website you receive in return for the licence payment an exclusive (in relation to the authorised products), perpetual (non time-limited) worldwide "Any Use" licence.  The licence permits you to manufacture and offer for sale an unlimited number of authorised products featuring the design. 

Our designers retain all copyright and other intellectual property rights in the design but have authorised us to licence you to use the design on the terms of this licence and have contractually waived all rights to receive further royalties from you in respect of all use of the design permitted under licence.

As your licence is exclusive for the authorised products, neither us, the designer nor any third party shall be permitted to manufacture any authorised products featuring the design while this licence remains in force. 

4              Authorised products

A single exclusive licence is sold as "Any Use" (no restrictions on license use).  The type of licence which you have purchased is indicated in our confirmatory email to you.  The unique ID number assigned by us to each design licence also incorporates a three letter code which indicates the type of licence that you have purchased (as listed below).  The products which you are exclusively authorised to manufacture and sell under each of our three licence types (“authorised products”) are, respectively, as follows:-

·         "Any Use" licence (licence number code ANY): grants the exclusive right to manufacture and sell the design for the following purposes: "Any Use" - no restrictions on license use. 

 

5              Licence restrictions

Your licence is subject to the following restrictions:-

·         you may only sell or transfer your rights under this licence with our prior consent (which shall not be unreasonably withheld or delayed, but may be made conditional upon payment of a reasonable administrative charge and the transferee acknowledging and accepting these licence terms);

·         subject to the foregoing you may not make the design available for reuse by any third party.  For the avoidance of doubt this restriction does not prevent you from sub-contracting the manufacture of your products to a third party, provided that you shall be responsible for ensuring that the manufacturer complies with the relevant provisions of this licence and does not use the design for any purpose other than manufacturing products on your behalf;

·         you may not grant sub-licences under this licence;

·         you may not use our designs to offer a service which competes with our retail and trade service of allowing customers to have made to order a range of different products featuring the design;

·         you must only use the high resolution version of the design made available to you for download in our confirmatory email.  You are not permitted to modify the design or to use it under licence in any modified form, excluding resizing and other technical modifications required to incorporate the design on a product which do not alter the visual appearance of the design.  In the event that you do modify the design in any way, all intellectual property rights in any such modified design shall belong to the designer or us (whichever owns the copyright in the relevant design) from the time of creation; and

·         you may not seek to register any rights in the design, such as a trade mark, service mark or registered design or otherwise do anything which may impair our rights or those of our designers in the design.

6              Additional licence conditions

You acknowledge and agree that:

·         to the fullest extent permitted by law without limiting any liability which may not lawfully be excluded, neither us nor any of our designers shall 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 under licence;

·         ours and our designers' maximum liability under this agreement shall not exceed the amount of the licence fee;

·         you shall be responsible for ensuring that all products manufactured by you under licence (“licensed products”) comply with all applicable laws and regulations and shall indemnify us and our designers against all liabilities, costs and expenses incurred by us arising out of any breach of this obligation, including without limitation, any product liability claim in respect of the licensed products; and

·         this clause is intended to confer legal rights on our designers and may be relied upon by them.

7              Protection of intellectual property rights

You shall promptly notify us if you become aware of any of the following matters:-

·                any actual, threatened or suspected infringement by a third party of the intellectual property rights in the design; or

·                any actual or threatened claim or allegation by a third party that the design infringes their intellectual property rights.

In respect of any of the matters listed in the preceding paragraph:

·                us and/or our designers shall, in our absolute discretion, decide what action to take, if any;

·                us and/or our designers shall have exclusive control over, and conduct of, all claims and proceedings;

·                you shall not make any admissions to any third party and shall provide us with all assistance that we may reasonably require in the conduct of any claims or proceedings; and

The provisions of sections 101, 101A and 234 of the Copyright, Designs and Patents Act 1988 (or equivalent legislation in any jurisdiction), are expressly excluded.

8              Licence term and termination

This licence agreement shall continue without limit of time for the full period that intellectual property rights subsist in the design, subject to our right of termination described below.  

We may terminate this licence agreement if you commit a material breach of any of its terms and, if that breach is capable of being rectified, you fail to rectify it within 14 days of being called upon to do so by us.

In the event of us terminating this licence agreement due to your breach of its terms you agree that:-

·         you may, subject to our consent which will not be unreasonably withheld, for a period of 60 days, dispose of any existing stock of licensed products in your possession provided that all such disposals are compliant with the terms of this licence;

·         upon termination or, where applicable, upon expiry of the 60 day period referred to above you shall arrange to destroy all licensed products in your possession; and

·         subject to the foregoing, all rights granted to you under the licence shall cease from the time of termination and you will not make any further use of the design after termination of the licence.

9              Choice of law

This agreement is governed by Scots law and any legal action relating to it may be brought in the Scottish courts.

10           Notices

All notices given by you to us must be given to Art On Future Designs Limited by either: e-mail to info@aofd.com, fax to:[insert number] or by recorded delivery post to the address given at the bottom of this page.  We may give notice to you at either the e-mail or postal address you provide to us when purchasing a licence.

11           Amendments to this agreement

This agreement was last updated on:- .

We reserve the right to make changes to this agreement at any time.  The agreement in force at the time you purchase the licence from us will apply, unless any change to this agreement is required to be made by law or government authority, in which case it will apply to all existing licences purchased by you.

12           Waiver

If you breach this agreement and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these terms.

13           Invalidity

If any part of this licence agreement is unenforceable (including any provision in which we exclude or restrict our liability to you) the enforceability of any other part of this agreement will not be affected.

14           Entire Agreement

This agreement constitutes the entire agreement between us and you in relation to the license of exclusive designs purchased from our website.  All representations and warranties not expressly set out in this agreement are hereby excluded and each party acknowledges that it has not relied on any such representations or warranties in entering into this agreement.

15           Other Important legal information

Our Terms of Use govern all use of our website.  For information about how we process your personal data, please read our Privacy Policy.  Our Terms of Sale apply to all retail and trade sales of products incorporating our designs.  If you have purchased non-exclusive rights in a design, our Licence Agreement (non-exclusive) applies to your use of that design instead of this agreement.

16           Our details

www.aofd.com is a website owned and operated by, and trade name of, Art On Future Designs Limited. 

Art On Future Designs Limited
 

Registered Office:
Ivy Cottage
School Road
Kettins
Blairgowrie
Perthshire
Scotland
PH13 9JL
 

Registered in Scotland:

Company Registered Number: SC411602
VAT Registered Number: 124 3241 56

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