LICENSING AGREEMENT

BUYING LICENSING AGREEMENT

ROYALTY-FREE & EXCLUSIVE LICENSING - This Artist Licensing & Agreement is entered into effective from this date 20180101 between freelance designer "Batoul Yazdanian" founder of Byheart Design's Pattern Studio and the Clientele. Each Client references in this agreement shall include a Client’s parent companies, affiliates, and subsidiaries.Byheart Design’s Pattern Studio, is incorporated and registered in Stockholm, Sweden with company Number - SE 670919250101- whose registry office is located at: Nämndemansgatan11, 170 66 Solna /Stockholm, Sweden – and wholly committed to safe guarding the privacy of our website visitors, this policy sets out how we will treat your personal information. By visiting www.byheart.design you are accepting and connecting to the stated practices described in this policy. 
Please read these terms of sale carefully - You will be asked to expressly agree to these terms of sale before you place an order for products from our website.
This Agreement is a legally-binding agreement between you the trader or Entrepreneurs (B2B) and the artist – surface pattern designer - Batoul Yazdanian the owner of Byheart Design’s Pattern Studio - VATNR: SE670919250101 – fully registered at Nämndemansgatan 11 - 170 66 Solna / Stockholm - Sweden.
When you order pattern licenses with Byheart Design’s Pattern Studio, you must indicate your acceptance of these terms & conditions. If you do not agree to the terms of this agreement, you shall not have any right to use any design available to be licensed from our pattern studio. Scope of this Agreement. This Agreement applies to any image, graphics, digital assets, or digital images created or taken by said Artist Batoul Yazdanian and delivered to the Client (collectively known as “IMAGES”).
This agreement governs the relationship between the Parties - and in no communication or other exchange - shall any terms of this agreement be modified  or amended unless agreed to in writing. "Licensed Design" means either the Licensed Standard Design or the Licensed Exclusive Design.

LICENSED STANDARD DESIGN

Licensed Standard Design means the Design from the Standard section - DESIGN - to be licensed to you in accordance with the terms of this agreement.

USAGE RIGHTS
  1. Standard License (Non-exclusive) - The Standard License allows you to use the design for digital and physical reproduction such as websites, e-books, apps, software, books, magazines, posters, packaging and other promotional/marketing media.

  2. The supplied downloadable file - is a hi-resolution (300-dpi) layered Photoshop PSD-file and JPEG.

  3. Items for Resale + Unlimited Reproduction - physical products for sale including clothing, t-shirts, home-ware, stationery, accessories, posters, postcards and commercial merchandise Items for Resale + Unlimited Reproduction - allows over 500 units / items /meters for resale.

PERIOD OF LICENSE
  1. Standard license, more licensees are entitled to use designs within the agreed geographic area - Licensor - Byheart.Design's Pattern Studio - reserves the right to exploit the licensed object.

  2. A Non-Exclusive License grants to the licensee the right to use the IPRs, but on a non-exclusive basis. That means that the licensor can still exploit the same IPRs and he/ she can also allow other licensees to exploit the same intellectual property.

DELIVERY TIME
  1. Delivery of Digital File - Upon payment, file will be delivered via email within 48 hours.

 __________________________________________

LICENSED EXCLUSIVE DESIGN

Licensed Exclusive Design means the pattern from the Exclusive section to be licensed to you privately or your company in accordance with the terms of this agreement. 

USAGE RIGHTS 
  1. Unique Exclusive License - that only you and your company or brand has use of. In an exclusive license, the parties agree that no other person/legal entity can exploit the relevant IPRs, except the licensee.  Exclusive Rights give you all the benefits of our Standard License plus you even receive exclusive rights to the Design copyrights.

  2. The pattern and images will be removed from the site once purchased.

  3. The supplied downloadable file is a hi-resolution in 300-dpi, layered Photoshop PSD-file and JPEG.

  4. This grant permits the Grantee the exclusive right to manufacture, distribute, and sell the merchandise. Furthermore, the artist grants to the Grantee the right to reproduce the image on the Grantee's website and all other Grantee promotional materials.

PERIOD OF LICENSE
  1. The term of this "EXCLUSIVE LICENSE" contract is for 4 calendar yearscommencing upon both parties signing this contract. In order to lengthen the agreement of exclusive rights it is open to discussion.

  2. Additional rights may be due after consultation with the company customer. Please contact Customer Service and the agreed exclusive right is attached to the invoice for corporate customers.

  3. The Exclusive rights give you even usage rights beyond any geographical region.

DELIVERY TIME
  1. Upon payment, the digital file will be delivered via email within 48 hours. Payment is by Paypal, Mondito or Invoices. Please read the Terms & Condition for payment.

    To access our Exclusive Patterns and Portfolio simply requires to 
    create a free account:  
    OPEN AN ACCOUNT

    What’s not permitted – Duplication, sub-licensing or resale. Using Byheart Design’s Patterns & Photo in pornographic, fraudulent, obscene, immoral, infringing, illegal, blasphemous or defamatory material.
     __________________________________________

    RIGHTS
    All Images and rights relating to them, including copyright and ownership rights in the media in which the Images are stored, remain the sole and exclusive property of the Artist. This license provides the Client with the limited right to reproduce, publicly display, and distribute the Images only for the agreed upon terms as set forth in the Client Invoice and signed by both parties. Images used for any purpose not directly related outside of those terms, must be made with the express permission of the Artist and may include the payment of additional fees, unless otherwise agreed to in writing. Images may contain copyright management information (CMI) at the discretion of the Artist in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere, unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes violation of the Digital Millennium Copyright Act (DMCA) and the Client will be responsible to the Artist for any penalties and awards available under that statute. 

    RELATIONSHIP TO THE PARTIES 

    The parties agree that Artist is an independent contractor, and that neither Artist, nor Artist’s employees or contract personnel are, or shall be deemed to be, employees of the Client. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Artist and the Images or any other deliverables prepared by the Artist shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.

    CREATION

    The manner and method of creating any Image is solely at the Artist discretion of and the Client has no right to control the Artist’s manner and method of performance under this Agreement. Artist will use his/her best efforts to: (a) ensure that the Images conform to Client’s specifications; and (b) submit all Images to Client in publishable quality, on or before the applicable deadlines. Unless otherwise specifically provided, Artist is not responsible to provide images 1) larger than 50”x50” at 300 dpi or 2) in a format higher than 8-bit or in RAW format. Artist has no obligation to retain or archive any Images delivered to the Client.

    ORDER

    In order to enter into a contract to purchase products from us, you will need to take the following steps: “(i) You must add the products you wish to purchase to your shopping cart, and then proceed to the checkout; (ii) if you are a new customer, you must then create an account with us and log in, complete information about your companies – VAT/ Sales Tax and addresses. If you are an existing customer, you must simply enter your login details; (iii) once you are logged in, you must select your preferred method of delivery, confirm your order and then your consent to these terms of sale by; (iv) you will be transferred to the payment options. Please Review the order before you confirm it by: PayPal (Debit- & Credit cards: VISA, Mastercard, American Express) or Mondido (there are different options: Invoice, Appel Pay or Debit-& Credit cards). The PayPal and Mondido will handle your payment; (v) we will then send you an initial acknowledgement; and (vi) once we have checked whether we are able to meet your order, we will either send you an order confirmation (at which point your order will become a binding contract) or we will confirm by email that we will be unable to meet your order.” 

    DELIVERY 

    Upon payment, file will be delivered via email within 48 hours. Artist may select delivery of pattern design (images) in JPEG, PSD, PNG, or other standard format, at a resolution that the Artist determines will be suitable for the Images as licensed. It is the Client's responsibility to verify that the Images are suitable for reproduction and that if the Images are not deemed suitable, to notify the Artist within seven (7) business days. Artist’s sole obligation will be to replace the Images at a suitable resolution but in no event, will the Artist be liable for poor reproduction quality, delays, or any consequential damages.

    FEES

    All fees and expenses payable under this agreement are required in all cases, in advance. If full payment of the Invoice has not been received within thirty (30) days, all rights are then to be revoked at the Artist’s own discretion.

    CANCELLATION

    If Client cancellation of this Agreement prior to: 1) Stated delivery date on the Client Invoice or 2) Within (29) day period of this agreement and the invoice, Client will NOT pay any expenses incurred. For any Client cancellation, starting after the precise agreed upon delivery date, the Client is then fully-responsible for 100% of the costs. 

    NO EXCLUSIVITY 

    This Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by the Artist, and the Artist shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by her/him.

    TRANSFER AND ASSIGNMENT

    Client may not assign or transfer this agreement, or any rights granted under it. No amendment or waiver of any terms is binding unless in writing and signed by the parties. However, the invoice may reflect, and the Client is bound by authorizations that could not be confirmed in writing because of insufficient time or other practical considerations.

    INDEMNIFICATION

    Client will indemnify and defend the Artist against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Images or materials furnished by the Client. It is the Client's responsibility to obtain the necessary model or property releases in order to ensure they are in effect and in forced.

    GENERAL LAW/ ARBITRATION

    This Agreement sets forth the entire understanding of the parties and supersedes all prior agreements between the parties. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the country of SWEDEN. Any claim or litigation arising out of this Agreement or its performance may be commenced only in courts physically located in SWEDEN – greater STOCKHOLM – and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by both parties. 

    SEVERABILITY

    If one or more of the provisions in the Agreement is found invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Any such provisions will be revised as required to make them enforceable. 

    WAIVER

    Waiver: No action of either party, other than in writing agreed to by the parties, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such action will not preclude further exercise of other rights or remedies in this Agreement. IN WITNESS WHEREOF, the parties have caused this Artist Licensing Agreement to be duly executed as of the dates written below.

    ABOUT US 

    The full name of our company is:
    Byheart Design Sweden| Batoul Yazdanian | VAT No. SE-670919250101 | Stockholm, Sweden Our registered address is: Nämndemansgatan 11, 170 66 Solna/Stockholm

    You can contact us by email to:
    batoul.yazdanian@icloud.com | info@byheart.design