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SINGLE USER LICENSE AGREEMENT
This is a license agreement between you and Gaynor Carradice (Gaynor Carradice Designs) which explains how you can use our products under Gaynor Carradice’s licenses. By downloading content from gaynorcarradice.com, you accept the terms of this agreement.
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All resources by Gaynor Carradice are protected by United Kingdom copyright laws and treaties. Gaynor Carradice (Gaynor Carradice Designs) owns all rights, including the copyrights to the resources / assets. The licensee’s rights to use the resources or assets are subject to the terms stated below, and are conditional upon the licensee making payment to Gaynor Carradice for the usage rights of the resources. Gaynor Carradice reserves the right to make changes to these Terms and License at any time.
By purchasing any asset(s) the licensee agrees to abide by this license agreement. By purchasing the right to use the Resources the licensee hereby consents to immediate performance of the contract and acknowledge that you (“the licensee”) will lose your right of withdrawal from the contract once you (‘the licensee”) have purchased and received your order.
The Licensor does not sell the ownership of the Resources the ownership and copyright remain at all times with Gaynor Carradice. The licensee’s use of the Resources is at all times subject to the terms of this License.
If you (“the licensee”) do not agree to the terms of this license, Gaynor Carradice will not license the Resources to you and you must discontinue the use of the Resources.
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END USERS LICENSE AGREEMENT
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Gaynor Carradice hereby grants the licensee a non-exclusive, non-transferable, worldwide, right to use the graphics/assets in the following ways, subject to the limitations set out in sections 5 and 6:
1. Physical End Products
1a. The licensee may use a purchased resource within a physical / tangible end product for up to 500pcs
1b. If the licensee exceeds 500pcs but has sold below 1000pcs the licensee must purchase the item again to renew the license and in order to continue to sell any product containing the purchased asset(s)
1c. If the licensee exceeds 1000pcs in end product sales, or intends to sell over this amount the licensee must purchase a ‘Mass Production license’ in addition to the asset(s) desired.
1d. the licensee may use the asset in one commercial project that could consist of several end products – a project is defined as a complete and cohesive undertaking that may result in one or more end products. Any end products included in the one project must be directly related under a single concept. (An example of one project with many end products would be planner stationery which may consist of different sizes of planner stickers, deco stickers, die cuts etc). When selling more than one product within a project the total number of sales must be split between products, for example 250pcs planner stickers in one size, 250pcs of planner stickers in another size.
1e. For personal use (non-commercial) the licensee may make an unlimited number of copies as long as this has no commercial gain. A product which has commercial gain includes products which are given for free for business / marketing related purposes
2. Digital End Product / Downloadable Content
2a. Digital end products must be significantly different than the original resource. You must combine the resources with other creative elements to form something new and original. All digital products must be flattened and combined with other elements and backgrounds to ensure that the original asset cannot easily be extracted. For example: you must lay the original design onto a patterned or textured background and add other elements, text or other graphics to create a new design. Digital End Products must not redistribute the original resource to any third parties in a manner that allows for the extraction of the original asset.
2b. Digital products must be flattened and must not be offered as layered / editable files, this includes but is not limited to layered psd, pdf, ai files. Files must also not be offered as png files with transparent backgrounds under any circumstances.
2c. The licensee may use a purchased Resource within a Digital / downloadable end product for up to 500pcs
2d. If the licensee exceeds 500pcs but have sold below 1000pcs the licensee must purchase the item again to renew the license
2e. If the licensee exceeds 1000pcs in end product sales, or intends to sell over this amount the licensee must purchase a ‘Mass Production license’ in addition to the asset(s) desired.
2f. the licensee may use the Asset in one commercial Project that could consist of several End Products – a Project is defined as a complete and cohesive undertaking that may result in one or more End Products. Any End Products included in the one Project must be directly related under a single concept. (An example of One Project with many End Products would be planner stickers in various sizes and digital dashboards). When selling more than one product within a project the total number of sales must be split between products, for example 250pcs planner stickers in one size, 250pcs of planner stickers in another size
2g. Any digital products containing our clipart illustrations must be for the personal use of the licensees customers. The licensor does not grant permission for any derivative work to be sold for the purposes of their own customers to use on products to sell. This includes but is not limited to digital sublimation designs, clipart, seamless patterns, digital papers or other commercial use stock images.
2h. For personal use (non-commercial) the licensee may make an unlimited number of digital products as long as this has no commercial gain. A product which has commercial gain includes products which are given for free for business / marketing related purposes.
3. Print on Demand Products
3a. Print on demand must be significantly different than the original resource. Print on demand products includes but is not limited to designs which are uploaded to sites such as Society 6, Redbubble, Cafepress etc. You must combine the resources with other creative elements to form something new and original. All print on demand must be flattened and combined with other elements and backgrounds to ensure that the original asset cannot easily be extracted. For example, you must lay the original design onto a patterned or textured background and add other elements for example text or other graphics to create a new design. Digital End Products must not redistribute the original resource to any third parties in a manner that allows for the extraction of the original asset(s).
3b. The licensee may not, under and circumstances, upload any digital papers, glitters or other repeat pattern / texture to a print on demand site. This is strictly prohibited.
3c. For any finished designs uploaded to print on demand sites, you must provide a credit back to the licensor. An example of a credit would be: ‘illustrations by Gaynor Carradice Designs’
3c. The licensee may use a purchased Resource within a Digital / downloadable end product for up to 500pcs
3d. If the licensee exceeds 500pcs but have sold below 1000pcs the licensee must purchase the item again to renew the license
3e. If the licensee exceeds 1000pcs the licensee must purchase a ‘Mass Production license’
3f. the licensee may use the Asset in one commercial Project that could consist of several End Products – a Project is defined as a complete and cohesive undertaking that may result in one or more End Products. Any End Products included in the one Project must be directly related under a single concept. (An example of one project would be home décor, throw pillows, duvet covers etc, the licensee cannot then sell apparel along with these items), a separate license must be purchased for different product categories. When selling more than one product within a project the total number of sales must be split between products, for example 250pcs throw pillows, 250pcs of duvet covers.
4. Mass Production License
4a. If you purchase a Mass Production License, the following terms apply:
(i) The Extended Licence allows you to use Items in any manner permitted under the Standard Licence, and pursuant to the obligations and restrictions outlined in sections 5 and 6.
(ii) You may use resources in multiple commercial projects; and you may also use items purchased under the Mass Production License to create end products for sale, in which the end product may be sold an unlimited number of times.
5. The licensee may not
5a. Make public, share or sublicense the Licensed Asset in any way that allows others to download, extract, or redistribute the Licensed Asset as a standalone file (meaning just the content file itself, separate from the project or end use that is expressly permitted), this is strictly prohibited, not even if the file is offered for free. The licensee agrees to take all necessary steps to prevent third parties from accessing or duplicating the Resources. If you become aware of any unauthorised duplication or access of any of the Resources please notify the licensor (Gaynor Carradice) via email
5b. Imply or claim that the licensee is the author of the artwork, even if changes have been made to the original asset. If you use the graphics for editorial purposes (print, web or tv) the licensee must include the credit adjacent to the asset: Gaynor Carradice / www.gaynorcarradice.com
5c. Licensee may not claim the Licensed Asset (or a modification thereof) as its own copyrighted work (the original Licensed Asset must be disclaimed in any copyright registration). The licensee may not claim or sub-license the licenced asset or modification thereof.
5d. Licensed Asset may not be used as part of a trademark, service mark, design mark, trade-name. In no event does this License Agreement allow Licensee to -- and Licensee shall not seek to -- register, protect, or enforce any trademark or similar rights in the Licensed Asset itself.
5e. The licensee may not sub-license the asset (or any modification thereof) unless for the purposes outlined in section 5j. This includes but is not limited to selling the final design as a digital product and allowing commercial use of the derivative work.
5f. Future existing technologies and uses are expressly reserved and not included within the scope of the license. Please contact the licensor (Gaynor Carradice) prior to purchasing an item if a specific use is not listed within this license agreement.
5g. The licensee must not use the licensed asset in pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive or defamatory material, this is strictly prohibited, including, without limitation, any use of the licensed asset that:
(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
(ii) may create a risk of any other loss or damage to any person or property;
(iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
(iv) may constitute or contribute to a crime or tort;
(v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, profane, or otherwise objectionable;
(vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets);
(vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
(viii) contains any information or content that you know is not correct and current; or
(ix) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.
5h. Any other use that is not expressly permitted (Permitted Uses and Quantity/Impression Limitations) is strictly prohibited.
5i. Third Party Use Requires Separate License. This License Agreement does not permit sublicensing except for the limited rights to sublicense described below in Section ‘4h’.
5j. - Limited Sublicensing Is Permitted under the below circumstances only.
Licensee may sublicense Licensee’s rights to third parties in only two situations:
(a) to manufacture or distribute completed End Uses (defined above) that use the Licensed Asset (as expressly permitted herein) when done on behalf of Licensee, provided that the sublicense may only be granted on condition that the sublicensee is prohibited from extracting, reproducing or using the Licensed Asset in any other way and Licensee shall at all times ensure compliance with the terms of this License Agreement by the sublicensee and remain liable hereunder for any non-compliance. For example, Licensee may use distributors to manufacture or distribute physical products for resale or product packaging; similarly, Licensee may use third party providers, such as hosting providers to host a completed website or website publishers to display completed digital advertisements;
(b) to a service provider serving as Licensee’s subcontractor to provide services to Licensee provided that (i) Licensee shall at all times ensure compliance with the terms of this License Agreement by the sublicensee and remain liable hereunder for any non-compliance and (ii) Licensee has purchased a sufficient number of seats for the Licensed Asset Licensee (e.g., each individual person requires a license).
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6. IMPORTANT LEGAL PROVISIONS
6a. Termination
Gaynor Carradice may terminate this License Agreement at any time if Licensee breaches any of the terms of this or any other agreement with Gaynor Carradice, in which case Licensee must immediately: cease using the License Asset; delete or destroy any copies; and, if requested, confirm to Gaynor Carradice in writing that Licensee has complied with these requirements. If Licensee uses the Licensed Asset on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the Licensed Asset for its own purpose or in a way that is contrary to this License Agreement, the rights granted for such use shall immediately terminate, and in that event, upon Gaynor Carradice’s request, Licensee agrees to remove any content from such platform or website.
6b. Disclaimer of Warranties
LICENSEE’S USE OF THE LICENSED ASSET IS AT LICENSEE’S OWN RISK. THE LICENSED ASSET IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. GAYNOR CARRADICE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
6c. - Limitation on Liability
IN NO EVENT WILL GAYNOR CARRADICE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION, YOUR USE, OR INABILITY TO USE, THE LICENSED ASSET, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), INTELLECTUAL PROPERTY INFRINGEMENT, BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL THE LIABILITY OF GAYNOR CARRADICE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION, YOUR USE, OR INABILITY TO USE, THE LICENSED ASSET, EXCEED THE FEES THAT LICENSEE PAID FOR THE LICENSED ASSET. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
6d. Interpretation
Unless the context requires otherwise, in any part of this License Agreement: (i) "including" (and any of its derivative forms, e.g. "includes"), "e.g." and "for example" means "including but not limited to"; and (ii) use of the singular imports the plural and vice versa. This License Agreement shall not be interpreted against the drafting party.
If you are unsure of anything or have any questions relating to the license agreements, please contact me (the licensor) via email.