Exclusive Commercial Surface Pattern License Agreement

Licensor: Lola Belle Designs, Oregon
Licensee: The individual or business identified in the purchase transaction
Effective Date: The date the Licensee completes purchase and electronically accepts this Agreement

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1. Agreement

This Exclusive Commercial Surface Pattern License Agreement (“Agreement”) is entered into between Lola Belle Designs (“Licensor”) and the individual or business purchasing the exclusive license (“Licensee”).

By completing the purchase and checking the acceptance box at checkout, Licensee acknowledges that Licensee has read, understood, and agreed to this Agreement.

The exclusive license purchased through the password-protected checkout page is subject to the terms below.

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2. Licensed Artwork

“Licensed Artwork” means the specific surface pattern design identified in Licensee’s purchase transaction, order confirmation, license record, or other documentation provided by Licensor.

The exclusive license applies only to the specific Licensed Artwork identified in the transaction.

Unless expressly stated otherwise in writing, the license does not include any other artwork, pattern, collection, variation, colorway, or design owned by Licensor.

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3. Exclusive License Grant

Subject to Licensee's payment and continued compliance with this Agreement, Licensor grants Licensee an exclusive, limited commercial license to use the Licensed Artwork on authorized physical products within the Product Category identified at the time of purchase.

The license is:

Exclusive within the defined Product Category, Territory, and Term;
Commercial;
Worldwide unless a different Territory is stated in the purchase documentation;
Non-transferable;
Non-sublicensable;
Limited to the Licensed Artwork;
Limited to the authorized Product Category;
Limited to the authorized production quantity, if a quantity limit applies; and
Limited to the Term stated in the purchase documentation.

During the applicable exclusive Term, Licensor will not knowingly grant another party a license to use the Licensed Artwork on products within the same Product Category and Territory covered by Licensee's exclusive license.

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4. What “Exclusive” Means

For purposes of this Agreement, exclusivity means that Licensor will not commercially license the Licensed Artwork to another party for use within the same Product Category, Territory, and Term covered by Licensee's exclusive license.

Unless otherwise stated in writing, exclusivity does not mean that Licensee owns the Licensed Artwork or its copyright.

Licensor retains all ownership and copyright rights in the Licensed Artwork.

Licensee may not represent that it owns the copyright to the Licensed Artwork.

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5. Product Category

The exclusive license applies to the specific Product Category selected at checkout.

Examples of Product Categories may include:

Apparel
Accessories
Home textiles
Bedding
Paper and stationery
Gift products
Wallpaper and interior products
Children's products
Packaging
Other specifically identified categories

The exclusive license does not automatically extend to other Product Categories.

For example, an exclusive license for apparel does not prevent Licensor from licensing the same pattern to another business for home textiles, unless the purchase documentation expressly states that exclusivity covers both categories.

Licensee may request additional exclusive Product Categories by contacting Licensor. Additional categories may require an additional licensing fee and a written amendment or new agreement.

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6. Territory

Unless otherwise stated in the purchase documentation, the exclusive license applies worldwide.

If a different Territory is purchased, exclusivity applies only within that Territory.

For example, a license limited to the United States does not prevent Licensor from licensing the Licensed Artwork to another party outside the United States.

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7. Exclusive Term

The exclusive license is effective only for the Term stated in the purchase documentation.

Unless otherwise specified:

Exclusive Term: 3 years from the Effective Date.

At the end of the exclusive Term, exclusivity automatically expires unless the parties agree in writing to renew it.

Unless otherwise agreed, expiration of exclusivity does not transfer ownership of the Licensed Artwork to Licensee.

After expiration of the exclusive Term, Licensor may license the Licensed Artwork to other parties, including on a non-exclusive basis.

Licensee may continue to use the Licensed Artwork after expiration only if the purchase documentation expressly provides for continued non-exclusive use.

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8. Production Quantity

The maximum authorized production quantity, if any, is stated in the purchase documentation.

Unless otherwise specified:

Authorized Production Quantity: Unlimited use per product category stated at purchase (separate licenses need to be purchased for multiple product categories)

“Units” means individual physical products manufactured for commercial sale that incorporate the Licensed Artwork.

Licensee may not intentionally divide, split, transfer, or otherwise restructure production orders to circumvent a production limit.

If Licensee wishes to exceed the authorized production quantity, Licensee must contact Licensor before exceeding the limit.

Additional production may require an additional licensing fee or a new license.

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9. Production-Ready Artwork Files

Licensor may provide Licensee with production-ready artwork files for the Licensed Artwork.

Where applicable, these files may include:

High-resolution raster files;
Adobe Illustrator (.AI) files;
EPS vector files;

These files are provided so that Licensee, its authorized employees, designers, manufacturers, and production vendors can reasonably prepare the Licensed Artwork for authorized production.

Delivery of a vector or editable production file does not transfer copyright ownership or any ownership interest in the Licensed Artwork.

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10. Use of Production Files

Licensee may use the production-ready artwork files solely for the authorized uses under this Agreement.

Licensee may:

Resize or scale the artwork;
Adjust placement;
Crop the artwork;
Rotate the artwork;
Repeat the artwork;
Convert the artwork into another production file format;
Make reasonable production-related color adjustments;
Separate colors when reasonably necessary for manufacturing;
Make other reasonable technical adjustments necessary to manufacture authorized products; and
Provide the production files to authorized manufacturers and production vendors solely for the purpose of producing authorized products.

Licensee may not:

Sell the artwork file;
Resell the artwork as a digital asset;
Upload the artwork to a stock-art marketplace;
Distribute the artwork file to customers;
Publish the artwork file for download;
Make the artwork available as a design resource;
Sublicense the artwork;
Give another business independent rights to use the artwork; or
Use the artwork file outside the rights granted by this Agreement.

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11. Working Files and Unreleased Design Assets

The production-ready files provided to Licensee are not necessarily Licensor's complete original working files.

Unless expressly included in writing, the license does not include:

Unreleased artwork;
Unused motifs or elements;
Sketches;
Development files;
Alternate designs;
Other patterns from the same collection;
Private design archives;
Original source materials unrelated to the Licensed Artwork; or
Other artwork or intellectual property owned by Licensor.

Licensor retains all rights to such materials.

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12. Permitted Use

Subject to this Agreement, Licensee may:

Manufacture and sell physical products incorporating the Licensed Artwork;
Use the Licensed Artwork on authorized products within the authorized Product Category;
Provide the Licensed Artwork to a bona fide manufacturer or production vendor solely for manufacturing authorized products;
Make reasonable production-related modifications;
Use authorized products in ordinary commercial advertising and marketing;
Photograph and display authorized products;
Sell authorized physical products through Licensee's own website;
Sell authorized physical products through retail locations;
Sell authorized physical products through ordinary ecommerce marketplaces; and
Use photographs or representations of authorized products on social media, catalogs, advertising, and promotional materials.

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13. Print-on-Demand and Automated Manufacturing Prohibition

Print-on-demand use is expressly prohibited under this Agreement.

Licensee may not upload, submit, transmit, distribute, provide, or otherwise make the Licensed Artwork available to any print-on-demand, made-to-order, automated fulfillment, dropshipping, or substantially similar service that allows products incorporating the artwork to be manufactured automatically or individually in response to customer orders.

This prohibition applies whether Licensee sells through its own website, ecommerce store, marketplace, social media account, or another sales channel.

Examples of prohibited services include, without limitation:

Spoonflower
Redbubble
Printful
Printify
Zazzle
Society6
TeePublic
Spring (formerly Teespring)
CafePress
Fine Art America
Contrado
Gelato
Amazon Merch on Demand

The examples above are illustrative and are not exhaustive. The prohibition also applies to substantially similar services that exist now or become available in the future.

This restriction does not prohibit Licensee from providing the Licensed Artwork to a bona fide manufacturer or production vendor for the manufacture of predetermined authorized products for Licensee, provided that:

The manufacturer is acting solely as a production vendor for Licensee;
The manufacturer does not receive ownership or independent licensing rights in the Licensed Artwork;
The manufacturer does not use the Licensed Artwork for its own products or customers; and
The manufacturer's use is limited to fulfilling Licensee's authorized production.

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14. Digital Products Prohibited

Unless expressly authorized in writing, Licensee may not use the Licensed Artwork to create, sell, distribute, or provide:

Digital paper;
Digital scrapbook products;
Downloadable pattern files;
Clip art;
Digital backgrounds;
Stock artwork;
Digital templates;
Printable artwork;
Digital design assets;
Files intended for customer download or further design use; or
Any other digital product in which the Licensed Artwork itself is distributed or made available to the purchaser.

The Licensed Artwork is licensed for authorized physical commercial products, not for redistribution as a digital asset.

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15. No Resale or Redistribution of Artwork

Licensee may not:

Resell the Licensed Artwork as artwork;
Redistribute the Licensed Artwork;
Make the Licensed Artwork available for download;
Provide the Licensed Artwork to customers for their own use;
Sell or distribute the original artwork file;
Upload the Licensed Artwork to stock-art websites or design marketplaces;
Use the Licensed Artwork as a standalone design asset; or
Allow another party to use the Licensed Artwork except as expressly permitted by this Agreement.

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16. No Transfer or Sublicensing

Licensee may not assign, transfer, sell, sublicense, lease, or otherwise grant its license rights to another person or business without Licensor's prior written permission.

A manufacturer or production vendor receiving artwork solely for authorized production does not receive a sublicense or independent right to use the artwork.

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17. No Ownership Transfer

This Agreement is a license, not a sale or assignment of copyright.

Lola Belle Designs retains all right, title, and interest in and to the Licensed Artwork, including all copyrights and other intellectual property rights.

Licensee receives only the specific rights expressly granted by this Agreement.

Licensee may not register the Licensed Artwork as its own copyright or otherwise claim ownership of the underlying artwork.

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18. Modifications

Licensee may make reasonable modifications necessary for production, including:

Scaling;
Cropping;
Rotation;
Repeating;
Placement adjustments;
File-format conversion;
Reasonable production-related color adjustments; and
Technical modifications required by a manufacturer.

Licensee may not substantially alter, trace, recreate, redraw, or transform the Licensed Artwork for the purpose of creating a new competing artwork or design substantially derived from the Licensed Artwork.

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19. Marketing and Promotion

Licensee may display the Licensed Artwork as incorporated into authorized physical products for ordinary commercial marketing and promotional purposes.

Licensee may photograph, advertise, display, and promote authorized products incorporating the Licensed Artwork.

Licensee may not display the Licensed Artwork as a standalone downloadable or reusable design asset.

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20. Exclusivity and Licensor's Other Uses

During the exclusive Term and within the authorized Product Category and Territory, Licensor will not knowingly grant another commercial license for the Licensed Artwork that conflicts with Licensee's purchased exclusivity.

However, unless expressly restricted by the purchase documentation, Licensor may:

Continue to display the Licensed Artwork in Licensor's portfolio;
Display the Licensed Artwork on Licensor's website and social media;
Include the Licensed Artwork in past-work galleries;
Use the Licensed Artwork for self-promotional purposes;
Display the Licensed Artwork in presentations, marketing, and educational materials;
Maintain historical images of the Licensed Artwork online; and
Continue to identify the work as part of Licensor's design portfolio.

Licensor may also continue to own, archive, and protect the Licensed Artwork.

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21. Previously Granted Rights

Licensee acknowledges that exclusivity cannot retroactively cancel rights that Licensor validly granted to another licensee before the Effective Date.

Licensor will disclose any known conflicting active commercial license that would materially affect the exclusivity being purchased.

Except for previously granted rights disclosed by Licensor, Licensor will honor the exclusivity described in this Agreement during the applicable exclusive Term.

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22. Delivery

Following successful payment, Licensor will provide Licensee with the Licensed Artwork files included with the purchased exclusive license package.

Delivery may occur by digital download, email, customer account, or another electronic method selected by Licensor.

Licensee is responsible for maintaining appropriate backups of delivered files.

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23. Payment

Licensee agrees to pay the exclusive licensing fee shown at checkout.

The license does not become effective until payment has been successfully completed.

All fees are non-refundable once the Licensed Artwork has been delivered or made available to Licensee, except where otherwise required by applicable law or expressly agreed by Licensor.

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24. Breach and Termination

If Licensee materially breaches this Agreement, Licensor may provide written notice describing the breach.

If the breach is capable of being corrected, Licensee will have a reasonable opportunity to correct the breach unless the nature of the breach requires immediate termination.

Material breaches may include:

Unauthorized use outside the Product Category;
Unauthorized use outside the Territory;
Exceeding an authorized production quantity;
Unauthorized sublicensing or transfer;
Uploading the Licensed Artwork to a prohibited POD service;
Redistributing the Licensed Artwork;
Creating unauthorized digital products;
Attempting to claim copyright ownership;
Using the Licensed Artwork after the license has expired; or
Failure to pay amounts due.

Upon termination, Licensee must stop all new manufacturing and commercial use of the Licensed Artwork unless otherwise agreed in writing.

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25. Existing Inventory

Unless otherwise stated in the purchase documentation, termination or expiration of the license does not require Licensee to destroy physical inventory that was lawfully manufactured before the effective date of termination or expiration.

Licensee may sell existing authorized inventory for a reasonable sell-through period, provided that the inventory was manufactured in compliance with this Agreement and the parties have not agreed otherwise in writing.

No new production may occur after termination or expiration unless Licensor provides written authorization.

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26. Licensee Representations

Licensee represents that:

Licensee has authority to enter into this Agreement;
The information provided during purchase is accurate;
Licensee will use the Licensed Artwork only as permitted;
Licensee will comply with the production limits and Product Category restrictions;
Licensee will not upload the Licensed Artwork to prohibited POD services;
Licensee will not redistribute or resell the Licensed Artwork as artwork;
Licensee will not claim ownership of the Licensed Artwork; and
Licensee will ensure that its employees, contractors, manufacturers, and production vendors comply with the applicable restrictions.

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27. Indemnification

To the extent permitted by applicable law, Licensee agrees to indemnify and hold harmless Licensor from claims, damages, liabilities, costs, and reasonable expenses arising from Licensee's unauthorized use of the Licensed Artwork, breach of this Agreement, or violation of applicable law.

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28. Limitation of Liability

To the extent permitted by applicable law, Licensor will not be liable for indirect, incidental, consequential, special, or punitive damages arising from Licensee's use of the Licensed Artwork.

Licensor's total liability arising from this Agreement will not exceed the amount Licensee paid for the applicable license, except to the extent such limitation is prohibited by applicable law.

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29. No Guarantee of Sales

Licensor makes no guarantee regarding sales, revenue, market performance, customer demand, product success, or profitability resulting from Licensee's use of the Licensed Artwork.

Licensee is responsible for its own products, manufacturing, pricing, marketing, sales, customers, and business decisions.

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30. Assignment

Licensee may not assign or transfer this Agreement or any rights granted under it without Licensor's prior written consent.

Licensor may assign this Agreement in connection with a sale, transfer, reorganization, or other disposition of the business or intellectual property to which this Agreement relates.

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31. Independent Parties

The parties are independent contractors.

Nothing in this Agreement creates a partnership, joint venture, employment relationship, franchise, agency relationship, or other business relationship between the parties.

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32. Governing Law

This Agreement will be governed by the laws of the State of Oregon, without regard to conflict-of-law principles.

Any legal action relating to this Agreement will be subject to applicable jurisdiction and venue requirements.

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33. Severability

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

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34. Waiver

Failure by either party to enforce any provision of this Agreement does not constitute a waiver of the right to enforce that provision in the future.

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35. Entire Agreement

This Agreement, together with the purchase documentation and any written terms expressly incorporated into the transaction, constitutes the entire agreement between the parties concerning the Licensed Artwork and supersedes prior discussions concerning the same subject matter.

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36. Amendments

Any amendment to this Agreement must be made in writing and accepted by both parties.

The version of this Agreement accepted at checkout will govern the applicable license unless the parties subsequently agree otherwise in writing.

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37. Electronic Acceptance and Clickwrap Agreement

Licensee agrees that checking the acceptance box and completing the purchase constitutes Licensee's electronic signature and acceptance of this Agreement.

The checkbox may state:

I have read and agree to the Lola Belle Designs Exclusive Commercial Surface Pattern License Agreement, including the restrictions on product category, territory, exclusive term, production quantity, print-on-demand use, digital products, transfer, and redistribution.

Licensee's electronic acceptance, together with the purchase transaction, constitutes acceptance of this Agreement.

Licensor may retain records of the version of this Agreement accepted, date and time of acceptance, transaction information, and other reasonable records associated with the purchase.

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38. Copyright Notice

The Licensed Artwork and all underlying artwork remain the property of Lola Belle Designs.

Nothing in this Agreement grants Licensee ownership of the Licensed Artwork or the copyright therein.

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39. Contact

Lola Belle Designs
Laura Bell

laura@lolabelledesigns.com

www.lolabelledesigns.com

Licensee Acknowledgment

By checking the acceptance box and completing the purchase, Licensee acknowledges:

I have read and agree to the Lola Belle Designs Exclusive Commercial Surface Pattern License Agreement. I understand that production-ready vector and/or Illustrator files may be provided as part of my exclusive license, but that receiving those files does not transfer copyright ownership or permit me to resell, redistribute, sublicense, or otherwise use the artwork outside the rights granted by this Agreement. I understand that my exclusivity is limited by the Product Category, Territory, Term, production quantity, and other terms stated in my purchase documentation.