Licensing Terms and Conditions
LICENSING AGREEMENT
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ENTERING INTO THIS AGREEMENT. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND PATTERNARIUM.COM.BR (“PATTERNARIUM”)
IF YOU WISH TO ORDER YOUR CHOSEN DESIGN FROM PATTERNARIUM.COM.BR YOU MUST INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS BY CLICKING THE ‘I ACCEPT’ BUTTON WHEN PLACING YOUR ORDER. PATTERNARIUM 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 PATTERNARIUM.COM.BR.
1. INITIAL CONSIDERATIONS:
Patternarium is a print collection that connects brands with designers, through an online platform, in which the designer chooses to license their prints to national and international brands;
Patternarium acts as an intermediary between Designers and Companies that wish to acquire commercial use licenses;
Patternarium represents the Designer, through special powers granted for the purposes of licensing their property rights over the designs accepted on the website;
The Designer is the author and sole owner of the design to be licensed in accordance with Brazilian legislation, in particular Law 9,610/98 (Copyright Law);
The Licensee acknowledges that all intellectual property rights, know-how, trade dress, brand associated with Patternarium are its exclusive property. These rights include, but are not limited to, copyrights, trademarks, trade secrets and other intellectual property rights.
Licensee acknowledges that all intellectual property rights in the purchased Design are the sole and exclusive property of Designer.
This Term defines the conditions and obligations that govern the licensing of the design through the Intermediator Patternarium platform.
THEREFORE, the Parties, by mutual agreement, establish and agree to the following terms and conditions:
2. DEFINITIONS
2.1. Licensing: according to the Brazilian Copyright Law (Law No. 9,610/1998), refers to the act by which the copyright holder grants another person the right to use a work protected by copyright under certain conditions and limitations specified in the license agreement.
2.2. Design: includes, but is not limited to, a print, pattern or graphic, including all metadata, keywords, descriptions, and captions associated with that design.
2.3. Intellectual Property Rights: Covers all copyrights, trademarks, industrial designs, registered and unregistered design rights, as well as registration applications for any of the items mentioned above. This also encompasses trade secrets, know-how and other intellectual and industrial property rights.
2.4. Licensed Rights: The rights granted to a Licensee to use an Accepted Design in accordance with the Licensing Terms and Conditions.
2.5. Licensee: Refers to any person or company that has obtained a license to use an Accepted Design through the Patternarium website as set out in the Licensing Terms and Conditions.
2.6. Price: Refers to the licensing fee established by Patternarium in relation to the Licensed Design, which must be paid by the Licensee.
2.7. Editing: refers to the act of modifying or adjusting the licensed design in a limited and non-substantial way, with the aim of adapting the work for different formats, platforms or specific audiences. A non-substantial edit involves changes that do not fundamentally alter the original content, style, while maintaining the integrity of the authorial creation.
3. OBJECT
3.1. The purpose of this term is the COMMERCIAL USE LICENSING of the design made available through the Patternarium platform.
4. SCOPE OF THE LICENSE
a) License for Limited Commercial Use without Exclusivity (Commercial License): allows the LICENSEE to use the design for commercial purposes, but not exclusively, with a maximum circulation of 5 thousand meters or units, for a period of 5 years.
b) License for Exclusive Commercial Use (Exclusive Licence): grants the LICENSEE the exclusive right of commercial use, without circulation limit, for a period of 5 years.
4.1. Use Restrictions:
a) The use of the design in the brand's visual identity and any type of registration are strictly prohibited, regardless of the license acquired.
b) Sublicensing the licensed design is not permitted under any circumstances, regardless of the license purchased.
4.2 Editing and Changing:
a) Non-substantial editing and alteration of the acquired design is permitted, as long as it does not substantially affect the integrity of the original design.
5. TERM AND RENEWAL
a) Licenses are valid for 5 years from the date of acquisition.
b) The LICENSEE may have the option to renew the license after 5 years, subject to new terms, conditions and values to be agreed between the parties.
6. INTELLECTUAL PROPERTY RIGHTS
a) The LICENSOR maintains all copyright and intellectual property rights over the design, regardless of the license acquired.
7. RESPONSIBILITIES OF THE PARTIES
7.1 LICENSOR: The Licensor (Patternarium) holds the powers granted by the Designer to represent and license its designs through the platform. The Licensor acts as an authorized intermediary between the Designer and the Licensee, facilitating the licensing of the Designer's designs through the platform.
7.2. Patternarium is authorized to make decisions on the Designer's behalf regarding the licensing and protection of Designer's designs on the Patternarium platform. These decisions include, but are not limited to, setting the licensing terms, pricing, exclusivity and other conditions relating to the Designer's designs.
7.3. The Licensor assumes responsibility for protecting the Designer's interests and rights in relation to their designs and for taking all necessary steps to ensure that such designs are licensed in accordance with the terms agreed between the Designer and Patternarium.
7.4. The LICENSEE is responsible for the proper use of the design in accordance with this license term.
8. TERMINATION
a) In case of breach of the terms of the agreement by either party, the non-breaching party has the right to terminate the agreement by written notice.
9. LICENSEE’S OBLIGATIONS
9.1. Licensee Warranties and Commitments:
9.1.1. By accepting and agreeing to this term, the Licensee guarantees and undertakes to strictly comply with the following provisions:
9.1.2. The Licensee unequivocally acknowledges that the Designer, responsible for granting Patternarium the right of representation, is the sole and exclusive author and holder of the Intellectual Property Rights of the design to be licensed. These rights include both moral and patrimonial rights, and the licensing, the subject of this agreement, must strictly adhere to the licensing options described in item 4. Scope of the license.
9.1.3. Licensee must immediately notify Patternarium, in writing, providing full details, if Licensee becomes aware of any of the following events:
a) Any actual, suspected or threatened infringement of Intellectual Property Rights in the Licensed Design;
b) Any claim made or threatened that the Licensed Design infringes the rights of third parties;
c) Any other form of attack, charge or claim that affects the Intellectual Property Rights of the Licensed Design.
d) Licensee undertakes to provide Designer and Patternarium with all reasonable assistance in the conduct of any claim or proceeding relating to such events.
e) If, on a proven basis, the Licensee is responsible for causing infringement of Intellectual Property rights through sublicensing or improper assignment of the design in question, the Licensee will bear all costs of proceedings brought against it, as well as the payment of legal fees, losses and damages arising from the violation of any provision of these Terms.
f) The Licensee is responsible for checking and preventing the presence of malware or viruses in the Design licensed on the platform, through appropriate security measures, not holding Patternarium responsible, under any circumstances, for any virus found.
9.2. Improper Marketing and Legal Consequences:
9.2.1. For the purposes of this agreement, "improper commercialization" is considered to be any action, omission or practice of the Licensee that, in accordance with this Term, harms the reputation of the Licensed Design, violates legal regulations, makes the design obscene, defamatory, violates privacy or any other rights of Third Parties, unlawfully declares their ownership or constitutes any form of plagiarism. Improper marketing includes, but is not limited to:
a) Use of the Licensed Design in contexts that violate the rights of third parties or that constitute legal infringements.
b) Use of the Licensed Design in activities that cause damage to the image or reputation of the Designer, Patternarium or third parties.
9.2.2. In the event of improper marketing, the Licensee acknowledges that it will be subject to legal consequences, which may include:
a) Immediate termination of this agreement by Patternarium, with the loss of all licensing rights.
b) Legal responsibility towards third parties harmed by acts of improper marketing.
c) Compensation obligations to Patternarium and the Designer for all damages, losses, costs, expenses and legal fees incurred by Patternarium due to improper marketing.
d) Legal proceedings, as appropriate, to seek redress for damages and protection of the rights of the Designer and Patternarium.
9.2.3. Licensee acknowledges that Patternarium and Designer have the right to take legal action to protect their interests and rights in the event of improper marketing, without prejudice to any other rights and remedies available by law.
9.2.4. Licensee agrees to fully cooperate with Patternarium and Designer in the investigation and defense of any claim relating to mismarketing, including providing assistance in conducting legal proceedings as necessary.
9.2.5. Licensee acknowledges that Patternarium and Designer have the right to seek judicial or extrajudicial measures to prevent or immediately terminate any improper marketing activity, without prejudice to other available rights and remedies.
10. PATTERNARIUM OBLIGATIONS
10.1. Patternarium Representation and Warranties:
10.1.1. Patternarium has full authority to enter into this Term, in accordance with clause 3.2. of the Designer Terms and Conditions.
10.1.2. Based on its knowledge and the statement made by the Designer in the Designer Terms and Conditions, Patternarium declares that the Licensed Design does not incorporate material that infringes the Intellectual Property Rights or any other rights of third parties, nor does it contain any obscene, blasphemous or defamatory content.
10.1.3. Patternarium, based on the terms and conditions agreed by the Designer, is aware that the Design submitted to the Exclusive License has not been licensed to any third party prior to submission of the Design to the Site. Patternarium reserves the right of recourse against the Designer in the event of any costs or expenses arising from legal actions or third-party claims relating to this matter.
10.1.4. As of the date of this agreement, Patternarium is not aware of any third party claim that the Licensed Design or any pre-existing materials incorporating the Licensed Design or included in the Licensed Design, or either party's exploitation of the Licensed Design, infringes or will infringe any rights of third parties.
11. PRICE AND PAYMENT
11.1. License Price:
11.1.1. By accepting this agreement, Licensee acknowledges that the License Fee for commercialization of the design license is that displayed on the Site at the time of purchase. Any price changes on the website will not affect the Licensee who has already purchased the Design license.
11.1.2. Licensee must pay the License Fee to Patternarium in accordance with the payment methods available on the Site. After payment confirmation, the Licensed Design will be available for download.
11.1.3. The license to use the Design will only be granted and maintained upon appropriate payment and the Design will be available for download for 30 days, expiring after this period.
11.1.4. Prices displayed on the website include all value added taxes, where applicable.
11.1.5. In the event of a payment dispute, Licensee must immediately contact Patternarium and provide details of the complaint.
11.1.6. If there is an unjustified chargeback request, Licensee will be responsible for paying Patternarium, within 7 (seven) days after the chargeback: (i) the chargeback amount; (ii) all third party expenses incurred by Patternarium in connection with the chargeback; (iii) an administration fee of BRL 50.00 (USD 11.00); and (iv) all reasonable costs, losses and expenses incurred in recovering such amounts.
11.1.7. An unjustified chargeback occurs when the Licensee unjustifiably changes their purchasing decision, purchases the wrong Design on the website, or performs other acts that justify a chargeback.
12. LIMITATION OF LIABILITY
12.1. Proper Use of Design:
12.1.1. It is the Licensee's responsibility to ensure that the Licensed Design meets its needs before agreeing to this Terms. Patternarium does not guarantee that the Design will meet all of its expectations, and any flaw in the Design will not give Licensee the right not to accept it or to bring any claim against Patternarium.
12.2. Viruses and Security:
12.2.1. It is the Licensee's sole responsibility to thoroughly check the Licensed Design upon receipt and take all necessary measures to protect its system against any associated risk, including scanning for viruses and implementing appropriate security measures. Patternarium assumes no responsibility for viruses or any damage caused by them. Therefore, it is essential that the Licensee maintains its own digital security and protection.
12.3. Limitation of Liability:
12.3.1. To the maximum extent permitted by law, Patternarium will not be liable to Licensee for any direct or indirect costs, expenses, losses or damages arising from the exercise of the rights granted under this agreement.
12.3.2. Patternarium is not responsible for direct or indirect losses arising from the use of Designs licensed through this platform.
13. REFUNDS
13.1. Refund Policy:
13.1.1. If Licensee cancels a contract and is entitled to a refund, Patternarium will process the refund using the same payment method originally used for the purchase. Refunds will be processed as quickly as possible, within thirty (30) business days of receipt of valid notice of cancellation.
14. TERM AND TERMINATION
14.1. Agreement duration:
14.1.1. This agreement will remain in force indefinitely unless terminated by either party as set out in this clause.
14.2. Termination for Noncompliance:
14.2.1. This agreement may be terminated by either party in the event of non-compliance by the other party with any clause of these Terms, after 15 (fifteen) calendar days of receipt of the notice of non-compliance. If the non-compliance is not corrected during this period, the injured party may terminate the agreement, in accordance with Brazilian laws.
14.3. Termination for Violation of Ethical Conduct:
14.3.1. This agreement may be terminated immediately, without prior notice, in case of violation of any clause of these Terms that affects the morals and reputation of the parties.
14.4. Termination Without Just Cause:
14.4.1. This agreement may be terminated by either party, upon 30 (thirty) days' notice, if the breach of this Term is unreasonable. Termination will occur upon request for cancellation of the Licensing Agreement between Patternarium and the Licensee, communicated by either party, indicating the non-continuation of the relationship established in this agreement.
15. COLLABORATION BETWEEN THE PARTIES
15.1. Principle of Good Faith and Cooperation: The Parties recognize the importance of good faith and mutual cooperation for the success of this agreement. Both Parties agree to act honestly, transparently and diligently in all matters related to this term.
15.2. Information about Authorship: In the event that any doubt or dispute arises regarding the authorship of the designs developed, the Parties undertake to fully cooperate in obtaining and providing relevant information that can clarify the authorship in a fair and accurate manner.
15.3. Generation of Evidence: If necessary, the Parties agree to collaborate in the generation of evidence or documents that is relevant to the execution of this agreement or to the resolution of any dispute arising therefrom. This may include, but is not limited to, the production of records, written communications, or testimony as required by the circumstances.
15.4. Confidentiality Maintained: All information shared between the Parties within the scope of this collaboration will be treated with due confidentiality, in accordance with the confidentiality provisions established in this agreement.
15.5. Dispute Resolution: In the event a dispute arises in connection with the collaboration or performance of this agreement, the Parties agree to first seek an amicable resolution through direct negotiations.
16. PERSONAL DATA PROTECTION
16.1. The Parties undertake to comply with national and international legislation and/or regulations, if applicable to the business, related to Data Protection Laws and Regulations and undertake to comply with it, guaranteeing the integrity of the Personal Data shared, due to the this agreement.
16.2. The Parties declare that they know, observe and comply, when applicable to the object of service provision, with all Data Protection Laws and Regulations in force on the date of signature of the contract or which come into force during the term thereof, applicable to Data Processing Contractor's Personal including, but not limited to, PDPA.
16.3. The Parties are obliged to preserve confidentiality, security and integrity when applicable to the processing of Personal Data, to avoid loss, misuse, alteration, unauthorized access and misappropriation due to the processing of Personal Data.
16.4. The Parties are prohibited from copying, transferring, duplicating, or carrying out any action aimed at creating a new database containing Personal Data outside the initially contracted scope.
16.5. The Parties may transmit and/or disclose Personal Data to third parties when such data communications become necessary or appropriate (i) in light of applicable law, (ii) in compliance with legal obligations/court orders, (iii) as determined by the National Data Protection Authority or other competent supervisory authority, or (iv) respond to allegations of alleged violation of third party rights and improper disclosure of third party contact information, and to protect the rights, property or safety of third parties or the Parties.
16.6. The duty of confidentiality and the remaining obligations set out in this clause will remain in force for an indefinite period of time, even after the termination of this Agreement, for any reason.
17. CONFIDENTIALITY
17.1. Confidential Character: The Licensee acknowledges and agrees that information related to the Designer through Patternarium is strictly confidential.
17.2. Communication between the parties: Negotiation or direct discussion of the designs made available and acquired through the Patternarium website is strictly prohibited during the licensing period. All interactions with Designers must be conducted through the Patternarium platform.
17.3. Consequences of Violation: Failure to comply with this secrecy and confidentiality clause will constitute a material breach of these Terms and may result in legal measures, including, but not limited to, compensation for damages, precautionary measures and the immediate termination of this agreement.
18. MISCELLANEOUS:
18.1. Notifications: All notifications will be delivered via email. Patternarium's email address will be displayed on the Website and the Licensee's email address will be as set out in their informations registered on the Website.
18.2. Licensee agrees to receive email notifications from Patternarium and acknowledges that Patternarium will not disclose its email address to any third party except as necessary to fulfill its obligations.
18.3. Absence of Labor Relationship: The Parties recognize and agree that this term establishes a strictly commercial and contractual relationship. There is no, nor will it be inferred, any employment relationship between them, whether based on the obligations stipulated here or on the activities carried out within the scope of this agreement.
18.4. Absence of Fiscal and Tax Linkage: The Parties acknowledge and agree that they are responsible for complying with all fiscal, tax and social security obligations arising from this agreement, in accordance with applicable laws, regulations and standards. Neither Party is responsible for paying taxes or social contributions of the other Party. Each Party undertakes to maintain its own accounting and tax records in accordance with applicable laws and to comply with all tax and social security obligations related to its respective businesses and activities.
18.5. Licensee confirms that they are acting on their own behalf and not for the benefit of any other person.
18.6. Licensee is aware that Designer will have the right to enforce any of the terms of this agreement against him, particularly in the event of improper marketing of the Design.
18.7. The nullity of any of the provisions or clauses of this agreement will not prejudice the other provisions and clauses contained therein, which will remain valid and produce their regular legal effects, binding the Parties.
18.8. These Terms constitutes the entire agreement between the Parties and replaces all previous agreements, promises, guarantees, representations and understandings, whether written or oral, related to its subject matter, in accordance with Brazilian law.
19. APPLICABLE LEGISLATION AND JURISDICTION
19.1. Applicable Law: This agreement will be governed and interpreted in accordance with Brazilian laws.
19.2 This LICENSE AGREEMENT is valid for the territorial extension of the Federative Republic of Brazil and for other countries recognized by the international community.
19.3. This agreement shall be governed by and read in and construed in accordance with Brazilian Laws and the parties hereto submit to the exclusive jurisdiction of the Courts of Belo Horizonte (Brazil) for the settlement of any disputes hereunder.
This Term was read and understood by both Parties, who accept it of their own free will and recognize that they are bound by its terms and conditions.