Patternbuy  License Agreement(s)

 

Important notice: Please read carefully before entering into this agreement. The following License Agreement is a legal agreement between you or the employer or other entity on whose behalf you are entering into this A greement ("you" or "Customer") and pattern buy  limited, incorporated and registered in room 06,13a/f,south tower, world finance centreharbour city,17 canton road,tsim sha tsui , kowloon,hong kong (“ P atternb uy ”) and sets forth the rights and obligations with respect to any Content licensed by you.

 

Please revisit this License Agreement when you purchase any Content licenses. P atternb uy  reserves the right to modify the License Agreement  at any time in its sole discretion. Prior to such changes becoming effective, Patternbuy  will use reasonable efforts to notify you of any such change. Such notice may be made by email to the email address on file in your Patternbuy  account, an announcement on this page, your login page, and/or by other means. Modifications to this License Agreement  will only apply to prospective purchases (including any automated renewals). By licensing Content following any such modifications, you agree to be bound to the License Agreement  as modified.

 

This is a single seat license authorizing one natural person or one legal subject  to license, download and use content.

 

If you wish to order your chosen design from patternbuy .com you must indicate your acceptance of these terms and conditions by clicking the ‘i accept’ button below. Patternbuy  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 patternbuy .com.

1.  Definitions

“ Design ”  means include a print, pattern all metadata, or apparel graphic and shall keywords, descriptions and captions associated with that Design.

 

2.  License Terms

Patternbuy  hereby grants you a non-exclusive (except exclusive  license )  , non-transferable right to use, modify (except as expressly prohibited herein) and reproduce Design(s)  worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein:

2.1 Personal (Non-exclusive)

Our Personal License is for personal use only and not for use on end products for sale . This allows you to use the design for items that are non-commercial, personal social media accounts and any personal use that is not commecially related. The supplied downloadable file is a hi-resolution flat JPEG file.

 

2.2 Commercial (Non-exclusive)

A COMMERCIAL LICENSE grants you the right to use designs:

1) As a digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile "apps", software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), email marketing and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc ., subject to the budget limitations do not exceed USD $10,000 );

2) Printed in physical form as part of product packaging and labeling, letterhead and business cards, point of sale advertising, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books provided no Image is reproduced more than 500,000 times in the aggregate;

3) As part of an "Out-of-Home" advertising campaign, including on billboards, street furniture, etc., provided the intended audience for such campaign is less than 500,000 gross impressions.

4) Incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size, provided the budget for any such production does not exceed USD $10,000;

5) For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind)

 

2.3 Commercial Unlimited(Non-exclusive)

AN COMMERCIAL UNLIMITED LICENSE grants you the right to use designs  (which rights are in addition to 1-5 above and exclusive to Commercial Unlimited Licenses):

1) In any manner permitted under a Commercial License, without any limitation on the number of reproductions, impressions, or budget;

2) Incorporated into merchandise intended for sale or promotional distribution (collectively "Merchandise"), including, without limitation, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution, provided that such Merchandise incorporates material creative or functional elements apart from the design (s).

3) In wall art (and without requiring further creative or functional elements) for decorative purposes in a commercial space owned by you or your client, and not for sale.

4) Incorporated as elements of digital templates for sale or distribution.

 

2.4 Exclusive

AN EXCLUSIVE LICENSE grants you the right to use designs

1) In any manner permitted under a Commercial Unlimited .

2) Designs will be r emoved from the site once purchased .

 

2.5 You hereby undertake not to use the Licensed Design in any way which could reasonably be said to be competitive with or damage Patternbuy ’ s business.

 

2.6 RESTRICTIONS ON USE OF Designs

YOU MAY NOT:

1) Use Designs  other than as expressly provided by the license you purchased with respect to such Designs .

2) Resell, redistribute, provide access to, share or transfer any Designs except as specifically provided herein. For example and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a "gallery" of content through which third parties may search and select from such content.

3) Use Designs in a manner that infringes upon any third party's trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.

4) Use any Designs (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.

5) Falsely represent, expressly or by way of reasonable implication, that any Designs was created by you or a person other than the copyright holder(s) of that Designs.

 

3.  WARRANTIES AND REPRESENTATIONS

3.1 Patternbuy warrants and represents that:

3.1.1 Patternbuy's contributors have granted Patternbuy all necessary rights in and to the Content to grant the rights set forth in clause 1 and 2 as applicable.

3.1.2 Designs in its original unaltered form and used in full compliance with this License Agreement  and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties' rights of privacy or publicity; iii) violate any US law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.

 

3.2 While Patternbuy makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, Patternbuy MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; OR II) AUDIO IN VIDEO. For the sake of clarity, Patternbuy will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, any audio in Video.

 

3.3 Patternbuy MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.

 

4.  INDEMNIFICATION AND LIABILITY

4.1. 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. Patternbuy  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 Patternbuy .

 

4.2. Whilst Patternbuy  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.

 

4.3. To the fullest extent permitted by law, Patternbuy  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.

 

4.4.  Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Patternbuy, Patternbuy will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to Customer ’ s direct damages arising from a third-party claim directly attributable to Patternbuy ’ s breach of the express warranties and representations made in Part III hereof, together with associated expenses (including reasonable attorneys ’ fees). Indemnification is conditioned upon you notifying Patternbuy, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to Patternbuy at contact@Patternbuy.com. Patternbuy shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Patternbuy in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that Patternbuy is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Patternbuy having a reasonable opportunity to analyze such claim ’ s validity.

 

4.5. Patternbuy shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content.

 

4.6 Limit of Liability: N o matter how many claims are made and whatever the basis of such claims, Patternbuy ’s total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each of Customer’s:

Commercial License shall be USD $10,000.

Commercial Unlimited License shall be USD $250,000.

Exclusive License shall be USD $ 50 0,000.

 

4.7 You will indemnify and hold Patternbuy, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Design(s) other than the uses expressly permitted by this License Agreement. You further agree to indemnify Patternbuy for all costs and expenses that Patternbuy incurs in the event that you breach any of the terms of this or any other agreement with Patternbuy.

 

5.  ADDITIONAL TERMS

5.1 "Non-transferable" as used herein means that except as specifically provided in this License Agreement, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. If you become aware that any social media website uses any Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Content from such Social Media Site, and to promptly notify Patternbuy of each such social media website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please email contact@patternbuy.com.

 

5.2 Upon notice from Patternbuy or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Patternbuy may be liable, or if Patternbuy removes any Content due to perceived business risk as determined in Patternbuy's reasonable discretion and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Content at your own expense. Patternbuy shall provide you with comparable Content (which comparability will be determined by Patternbuy in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this License Agreement.

 

5.3 If you use any Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Patternbuy, upon Patternbuy ’ s reasonable request.

 

5.4 Neither party may assign this agreement, without the prior written approval of the other party, except that Patternbuy may assign this agreement to a subsidiary, an affiliated company within the Patternbuy group, the entity that results from a merger or other corporate reorganization involving Patternbuy, or an entity that acquires all or substantially all of Patternbuy ’ s assets or capital stock.

 

5.5 If you are entering into this License Agreement on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Patternbuy for any breaches of the terms of this License Agreement. You hereby grant Patternbuy a worldwide, non-exclusive, limited license to use your trademarks in Patternbuy's promotional materials, including a public customer list. Patternbuy's use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Patternbuy and shall at all times inure to your benefit. Patternbuy further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by Patternbuy of your email request to contact@patternbuy.com.

 

5.6 If any individual term of this License Agreement  is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of this License Agreement , so that this License Agreement  shall otherwise remain in full force and effect.

 

5.7 Unless otherwise specified in the coupon, any coupon or discount code applied to a purchase hereunder shall apply only to the first payment made in connection with such purchase.

 

5.8 All notices to be served in accordance with this agreement may be served by email. The email address of Patternbuy 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.

 

5.9 Download

After purchase, you can download the file of your digital design from your account.

If for some instances that the design is not available for purchase and we are therefore not able to fulfill your order, you will be notified immediately.

If also you have any problems at all with the download please email us in your first instance at contact@patternbuy.com

 

5.10 In the event that you breach any of the terms of this or any other agreement with Patternbuy, Patternbuy shall have the right to terminate your account without further notice, in addition to Patternbuy's other rights at law and/or equity. Patternbuy shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.

 

 

EFFECTIVE DATE: May August , 2022