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PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING ANY IMAGES OR CONTENT ON THIS WEBSITE. THIS AGREEMENT IS BETWEEN YOU AND GLOBAL TEXTILE DESIGN (PTY) LTD (REGISTRATION NUMBER: 2016/068107/07), INCORPORATED AND REGISTERED IN THE REPUBLIC OF SOUTH AFRICA WHOSE REGISTERED OFFICE IS AT 24 WOODGATE ROAD, PLUMSTEAD, CAPE TOWN, 7800, SOUTH AFRICA (“GTD”).
ANY ORDERS FOR DESIGNS FROM GLOBALTEXTILEDESIGN.COM WILL BE SUBJECT TO THESE TERMS AND CONDITIONS. BY USING THIS WEBSITE AND DOWNLOADING OUR DESIGNS YOU WILL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS.
1.1 “Design” includes a print, pattern all metadata, or apparel graphic and keywords, descriptions and captions associated with that Design.
1.2 “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.
1.3 “Licence Fee” means the licence fee payable for the use of the Licensed Design as set out on the Website.
1.4 “Licensed Design” means the Design from the Website to be licensed to you in accordance with the terms of this agreement.
1.5 “Licensed Rights” has the meaning given to it in clause 2.
1.6 “Usage Guidelines” the guidelines governing your use of the Licensed Design referred to in clause 4.
1.7 “Website” means GLOBALTEXTILEDESIGN.COM.
2.1 In consideration of payment to GTD of the Licence Fee, and subject to the provisions of clause 2.2 and 2.3 below, GTD hereby grants to you either a non-exclusive Standard Licence or a non-exclusive Commercial Licence (where applicable) to use the Licensed Design for the full period of copyright in it including all periods of renewal, extension and revival of the copyright 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”).
2.2 The STANDARD LICENCE enables you to use the Licensed Design:
2.2.1 In print media, digital media, product packaging and software including garments, interior decor items, magazines, newspapers, books (including print-on-demand books), e-books, advertising collateral, letterhead, business cards, product labels, CD and DVD cover art, applications (including mobile “apps”), and opt-in e-mail marketing, provided that the Licensed Design is not reproduced more than ONE THOUSAND AND FIVE HUNDRED (1500) times in the aggregate, and that the Licensed Design cannot be readily unincorporated from such digital media or software;
2.2.2 Incorporated into film, video, multimedia presentations, or advertising for broadcast, public performance, or streaming provided that the intended audience consists of fewer than TWO HUNDRED FIFTY THOUSAND (250,000) viewers, in the aggregate;
2.2.3 Incorporated into print or digital material intended for public display, including trade show booths or point of sale materials, excluding so-called Out of Home advertising, provided that the intended audience consists of fewer than TWO HUNDRED FIFTY THOUSAND (250,000) viewers in the aggregate;
2.2.4 For decorative purposes solely for your own personal, non-commercial use, not for resale, download or distribution, or any other commercial use
2.2.5 If your desired use is not set forth above, or if you need to reproduce a Licensed Design more than ONE THOUSAND FIVE HUNDRED (1500) times, please see our Extended License.
2.3 The EXTENDED LICENCE enables you to use the Licensed Design with no limit on the reproduction of the Licensed Design.
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 GTD.
3.2You shall immediately notify GTD 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; or
3.2.2 any claim made or threatened that the Licensed Design infringes the rights of any third party.
3.3 In respect of any of the matters listed in clause 3.2, it is acknowledged that:
3.3.1 GTD shall, at his absolute discretion, decide what action to take, if any;
3.3.2 GTD shall have exclusive control over, and conduct of, all claims and proceedings;
3.3.3 you shall not make any admissions other than to GTD and shall provide GTD with all assistance that it may reasonably require in the conduct of any claims or proceedings; and
3.3.4 GTD shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.
4. USAGE GUIDELINES
4.1 You may not:
4.1.1 Use the Licensed Design other than as specified in clause 2.
4.1.2 Make the Licensed Design available on a digital asset management system, shared drive or the like for the purposes of sharing or transferring such Licensed Design.
4.1.3 Use the Licensed Design in any way which could reasonably be said to be competitive with or damage GTD’s business.
4.1.4 Resell, redistribute, provide access to, share or transfer any Licensed Design except as specifically provided herein. Uploading any Licensed Design to a website at a resolution that exceeds the display resolution of the intended viewing device will be deemed to be an attempt to redistribute the Licensed Design.
4.1.5 Publicly display a Licensed Design: (a) as a standalone file in any digital format on the internet; or (b) in any digital format without imposing technical or written restrictions intended to prevent the use of such Licensed Design by third parties, unless the Licensed Design is incorporated into a design with text or other content, and the overlaid or embedded text or other such content covers an area of at least 33% of the display size of the Licensed Design. Unless expressly permitted by this agreement, no other person may use the Licensed Design which you have licensed hereunder.
4.1.6 Produce or otherwise create for resale or distribution, printed reproductions of any Licensed Design as wallpaper or wall art, on billboards, or on canvas, paper, plastic or any other medium, unless such reproduction is expressly permitted in clause 2.
4.1.7 Use or display any Licensed Design on websites or in connection with any service designed to sell or induce sales of user-customized on-demand products of any kind using or incorporating the Licensed Design, including, by way of example only, postcards, mugs, t-shirts, posters, prints, wallpaper, artwork and other items.
4.1.8 Use a Licensed Design together with pornographic, defamatory, or otherwise unlawful or immoral content.
4.1.9 Use a Licensed Design 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.
4.1.10 Use a Licensed Design in a way that depicts any person therein in a way that a reasonable person might find offensive – this includes, but is not limited to the use of a Licensed Design: a) in pornography, “adult videos” or the like; b) in ads for tobacco products; c) in ads or promotional materials for adult entertainment clubs or similar venues, or for escort, dating or similar services; d) in connection with political endorsements; e) in advertisements or promotional materials for pharmaceutical or healthcare, herbal or medical products or services, including, but not limited to dietary supplements, digestive aids, herbal supplements, personal hygiene or birth control products; and f) uses that are defamatory, or contain otherwise unlawful, offensive or immoral content.
4.1.11 Use any Licensed Design on a social media platform or other third party website that claims to acquire rights in the Licensed Design contrary to this Agreement as a result of such use. Upon GTD’s request, you shall immediately remove any Licensed Design from such platform or website. If you require such use, please contact GTD.
4.1.12 Use any Licensed Design (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof, or to otherwise endorse or imply the endorsement of any goods and/or services.
4.1.13 Falsely represent, expressly or by way of reasonable implication, that any Licensed Design was created by you or a person other than the copyright holder(s) of that Licensed Design.
5. GTD’S UNDERTAKINGS
5.1 GTD hereby warrants and undertakes that:
5.1.1 It has full authority to enter into the terms of this agreement;
5.1.2 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;
5.1.3 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.
6. YOUR UNDERTAKINGS
6.1 You hereby warrant and undertake that:
6.1.1 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;
6.1.2 You shall secure all third-party permissions and clearances necessary to enable you to exercise the rights granted to you under this agreement; and
6.1.3 You have full authority to enter into this agreement.
7. PRICING AND PAYMENT
7.1 You acknowledge that the Licence Fee is that displayed on the Website when you enter into this agreement.
7.2 You shall pay the Licence Fee immediately to GTD 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.
8. LIMITATION OF LIABILITY
8.1 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. GTD 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 GTD.
8.2 Whilst GTD 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 for viruses.
8.3 To the fullest extent permitted by law, GTD shall not be liable to you for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether pure economic or other) arising from your exercise of the rights granted to you under this agreement.
8.4 No matter how many claims are made and whatever the basis of such claims, GTD’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 8.1 to 8.3 above or otherwise) whether such claim arises in contract or in delict (tort) shall not exceed a sum equal to the Licence Fee.
9.1 You shall indemnify GTD 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 GTD 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.
9.2 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.
9.3 In the event of termination of this agreement, all rights granted pursuant to this agreement shall cease.
10.1 GTD 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 any of the rights granted.
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 GTD 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 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.
10.5 GTD shall have the right to enforce any of the terms of this agreement against you.
10.6 This agreement shall be governed by the laws of South Africa and the parties hereto agreed to submit to the exclusive jurisdiction of the South African Courts for the settlement of any disputes hereunder.