DESIGN BUNDLES LTD
TERMS AND CONDITIONS APPLICABLE TO DESIGNERS
THIS DOCUMENT SETS OUT THE TERMS AND CONDITIONS ON WHICH YOU, A “DESIGNER”, AGREE TO UPLOAD DIGITAL PRODUCT(S) TO OUR WEBSITE WWW.FONTBUNDLES.NET AND/OR WWW.DESIGNBUNDLES.NET/ (“WEBSITE”).
PLEASE READ THESE TERMS (“TERMS”) VERY CAREFULLY BEFORE USING THE WEBSITE AND UPLOADING DIGITAL PRODUCT(S) TO THE WEBSITE. YOU ACKNOWLEDGE THAT BY REGISTERING TO BECOME A DESIGNER YOU AGREE TO BE BOUND BY THESE TERMS.
YOU FURTHER ACKNOWLEDGE THAT BY ACCESSING THE WEBSITE, YOU ALSO AGREE TO BE BOUND BY OUR WEBSITE TERMS AND CONDITIONS OF USE. YOU CAN READ THESE TERMS AND CONDITIONS HERE.
IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OR OUR WEBSITE TERMS AND CONDITIONS OF USE, DO NOT CONTINUE WITH YOUR USE OF THE WEBSITE.
The definitions and rules of interpretation in this clause apply in this agreement.
"Digital Product" means Font, Graphic Product, Theme, Photo, Tool or other such products made available on the Website for purchase by End Users;
“End User” means any third party that accesses or visits the Website and purchases a service or Digital Product advertised on the Website;
“Exclusive Designer” means all Digital Product(s) are licensed by you exclusively to us on the licence terms set out at clause 4.1 and subject to clause 4.2;
Intellectual Property Rights: means all intellectual property rights, including patents, utility models, trade and service marks, trade names, logo, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how, in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;
“Non-Exclusive Designer” means all Digital Product(s) are licensed by you on a non-exclusive basis to us on the licence terms set out at clause 4.1;
“Net Sales Price” means the fees received by us from an End User for the licence of your Digital Product through the Website, less VAT and any other government taxes, duties or levies; and
“Royalties” means the varying percentages of the Net Sales Price, as set out on the Website from time to time.
2. Designer Registration
2.1 You must be a Registered User to become a Designer.
2.2 As part of the registration process and in order to become a Designer:
(a) unless we have expressly permitted otherwise, you shall be required to sign up to, and hold an account with, our applicable payment processor, as may vary from time to time (“Payment Processor” and “Payment Processor Account”). You acknowledge that we are not a reseller or distributor for the Payment Processor and we make no warranties or representations in relation to the services offered by the Payment Processor. We reserve the right to (i) refuse your application as a Designer if you fail to agree to the Payment Processor’s terms and conditions prior to creating your Payment Processor Account; and
(b) you shall be required to select to become an Exclusive Designer or a Non-Exclusive Designer.
2.3 After completing the online Designer registration process, we will provide you with access to the Designer area of the Website (“Designer CMS”).
2.4 Where you have been granted permission to forgo registration with our Payment Processor, you shall be responsible for paying all our costs arising out of or in connection with any transfer of Royalties to your chosen bank account or alternative payment services provider (including but not limited to transfer charges). We reserve the right to deduct from any Royalties due to you any such costs incurred by us.
2.5 Where you have selected or otherwise changed your status to an Exclusive Designer, you shall remain an Exclusive Designer for a minimum of ninety (90) days from such time as we provided you with confirmation of your status as an Exclusive Designer.
2.6 Subject to clause 2.5 and our prior approval, you may change your status as a Non-Exclusive Designer to an Exclusive Designer or as an Exclusive Designer to a Non-Exclusive Designer by accessing the Designer CMS. Where we have approved your request, you acknowledge that any change may take up to thirty (30) days from the date you provided us with notice through the Designer CMS and no variation to your Royalties shall take effect until such change is confirmed by us.
3. Submission Of The Digital Product(s)
3.1 Following acceptance of your registration as a Designer, you may submit Digital Product(s) to us to be made available for purchase on the Website via upload to the Designer CMS. In relation to each Digital Product you must:
(a) select the relevant Digital Product Licence Agreement applicable to your Digital Product;
(b) include the price you wish the Digital Product to be available for purchase on the Website, save that we may alter your chosen price on notice to you to reflect the then current average market price for the purchase of a similar Digital Product; and
(c) submit to the Designer CMS all images, photos and guides relating to the Digital Product.
3.2 All Digital Product(s) and associated materials uploaded by you shall be in the format required by us and shall relate strictly and solely to the Digital Product(s) you wish to be made available for purchase through the Website.
3.3 Following submission of your Digital Product in accordance with clauses 3.1 and 3.2, the Digital Product shall be made available:
(a) for purchase on the Website as soon as reasonably practicable; and
(b) for viewing on our social media pages.
3.4 Subject to clause 3.3, you may be given the opportunity to submit your Digital Product to be considered in our free font of the week (“Free Font of the Week”)/ free design of the week (“Free Design of the Week”). You may submit your Digital Product to be considered in our Free Font of the Week/Free Design of the Week through the Designer CMS Promotions Page.
3.5 If you decide to submit your Digital Product to be considered in our Free Font of the Week/Free Design of the Week, you acknowledge and agree that your Digital Product may, at our discretion, be made available to End Users to download for free. Any downloads in this period of time will not accrue entitlement to Royalties.
3.6 If your Digital Product is featured in our Free Font of the Week/Free Design of the Week, you may see an increase in awareness of your Digital Product(s) and consequently see an increase in future Royalties.
3.7 If you would like to remove your Digital Content from consideration from our Free Font of the Week/Free Design of the Week you can email us at email@example.com. We will endeavour to remove your Digital Product from Free Font of the Week/Free Design of the Week within 48 hours.
3.8 Subject to clause 3.3, you may be given the opportunity to submit your Digital Product to be purchased by End Users at a discounted price. If your Digital Product is considered to be purchased at a discounted price, we will email you with details of:
(a) where on the Website your Digital Product will feature;
(b) the time period that your Digital Product will be available to purchase at a discounted price;
(c) the Royalties you will be entitled to if your Digital Product is purchased by an End User during this time period;
(d) how to accept our invitation to have your Digital Product marketed at a discounted price; and
(e) how to remove your Digital Content from being advertised at a discounted price on the Website.
3.9 Subject to clause 3.3, you may be given the opportunity to submit your Digital Product to be considered in one of our bundle of fonts/bundle of designs that are available for purchase on the Website (“Font Bundle” / “Design Bundle”). If your Digital Product is to be considered in a Font Bundle/Design Bundle, we will email you with details of:
(a) which Font Bundle/Design Bundle your Digital Content will feature in;
(b) the Font Bundle/Design Bundle launch date and expiry date;
(c) the Royalties you will be entitled to if the Font Bundle/Design Bundle is purchased by an End User during this time period; and
(d) how to accept our invitation to have your Digital Product included in the Font Bundle/Design Bundle.
3.10 You acknowledge and agree that you cannot withdraw your Digital Product from the inclusion of a Font Bundle/Design Bundle once you have accepted our invitation to have your Digital Content feature in a Font Bundle/Design Bundle.
3.11 Subject to clause 3.3, you acknowledge that we may use your Digital Product to advertise, market, display, endorse, or promote (hereafter combined as “advertise”) in the following ways:
(a) we may use your Digital Product without compensation to advertise your Digital Product;
(b) we may use your Digital Product without compensation to advertise an event or bundle in which that Digital Product is included;
(c) we may use your Digital Product without compensation to advertise the Font Bundles marketplace or the Design Bundles marketplace;
(d) for use in all other advertising, including advertising a different Digital Product or any advertisement which does not directly benefit the marketplace in general or the Digital Product specifically, we will purchase a copy of the Digital Product for its use.
4. Licence And Distribution Of The Digital Products
4.1 You hereby grant to us an exclusive or non-exclusive (as per your selection in accordance with clause 2.2(b) and 2.6), worldwide licence to: (a) market, promote and make the Digital Product available for download; and
(b) subject to clause 4.3 below, sell, licence and distribute the Digital Product,
for such period as the licence to the Digital Product is terminated in accordance with clause 7.1.
4.2 You hereby acknowledge that as an Exclusive Designer you shall not be entitled to:
(a) licence the rights granted at clause 4.1 in respect of any Digital Product to any third party; or
(b) licence, sell, distribute or otherwise commercially exploit any Digital Product for use by any third party; or
(c) licence or otherwise permit any person, organisation or other third party to licence, sell, distribute or commercially exploit any Digital Product on your behalf.
4.3 Any purchase of a Digital Product by an End User shall be subject to the End User’s acceptance of the Terms and Conditions of the Website. We shall ensure that the Terms and Conditions of the Website incorporate a reservation of your Intellectual Property Rights in your Digital Product.
4.4 We reserve the right to modify the Terms and Conditions of the Website without notice to you, provided the terms therein remain consistent with the requirements under clause 4.3.
4.5 You warrant and represent that any Digital Product (together with any associated submissions in accordance with clause 3.1(c)) shall not contain material that:
(a) is offensive or obscene (or anything that may reasonably be considered to be the same);
(b) infringes the rights of third parties, including any image rights or Intellectual Property Rights;
(c) promotes any conduct that is abusive, threatening, obscene, defamatory or libellous;
(d) is designed to:
(i) disrupt, disable, harm or impede operation, or
(ii) impair operation based on a lapse of time, including but not limited to viruses, worms, time bombs, time locks, drop dead devices, access codes, security keys, back doors or trap door devices; or
(e) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.
4.6 You agree to immediately notify us in writing giving full particulars if any of the following matters come to your attention:
(a) any actual, suspected or threatened infringement of your Intellectual Property Rights in any Digital Product;
(b) any claim made or threatened that your Intellectual Property Rights in any Digital Product infringes the rights of any third party; or
(c) any other form of attack, charge or claim to which your Intellectual Property Rights in any Digital Product may be subject.
4.7 We reserve the right to remove any Digital Product from the Website without notice to you if we believe the Digital Product is in breach of these Terms or such other policies we may introduce from time to time.
4.8 You retain sole and exclusive ownership of all right, title and interest in your Digital Product. Save for the right granted to us pursuant to this paragraph 4, all Intellectual Property Rights in the Digital Product(s) will remain with you.
5. Your Other Obligations as a Designer
5.1 You shall comply with all our policies and guidelines, as published on the Website from time to time.
5.2 You shall not attempt to solicit, contact or otherwise deal with any End User to licence any Digital Product outside of the Website. Any communication relating to the purchase of a Digital Product through the Website must be made to us using the communication facilities offered by the Website.
5.3 You hereby warrant and represent and shall continue to warrant and represent that:
(a) the Digital Product(s) is your original work;
(b) you possess all right, title, permissions and interest in the Digital Product necessary to grant to us the rights and licences stated hereunder;
(c) the Digital Product does not infringe any third party’s image rights or Intellectual Property Rights;
(d) you are the sole legal and beneficial owner of the Digital Product; and
(e) where the Digital Product includes the reproduction of an individual, you have secured such releases, waivers and permissions from the individual necessary for us to grant the rights under the Terms and Conditions of the Website.
5.4 You hereby indemnify and shall continue to indemnify and hold us harmless in full and on demand against all claims, damages, losses, costs and expenses (including reasonable legal expenses) incurred or suffered by us arising out of or in connection with any claim or action made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use, possession and/or distribution of any Digital Product.
5.5 You shall not conduct any direct marketing using personal information (which, for the avoidance of doubt, shall include all email addresses) that came into your possession through your use of and activities on the Website, nor will you disclose such personal information to any third party without our express written consent.
5.6 The Website should not be viewed as a back-up facility for your Digital Products. You should ensure that you retain copies of your Digital Product (and such other images, photos, guides or other materials you might submit to the Designer CMS) and have adequate back-up facilities in place for your Digital Product(s) and related materials. We shall not be liable to you for any loss of your Digital Product or related materials howsoever arising.
6. Charges and Payment
6.1 In consideration for the provision of the licence grant at clause 4.1, we shall pay you the Royalties in accordance with this clause 6.
6.2 As part of the payment of Royalties due to you under this agreement, within fourteen days of you requesting payment for the accured Royalties through the Designer CMS, we agree to issue you with self-billed invoices for such Royalties accrued and we will ensure the self-billed invoices show your name, address and your VAT (or equivalent) registration number (if applicable).
6.3 You agree:
(a) to accept invoices raised by us on your behalf in respect of the Royalties;
(b) not to raise invoices for the Royalties; and
(c) to notify us immediately if you:
(i) change your VAT registration number (where applicable);
(ii) cease to be VAT registered; or
(iii) sell your business (or any part thereof) by e-mailing us at firstname.lastname@example.org
6.4 Within fourteen (14) days of your receipt of the self-billed invoice submitted by us in accordance with clause 6.2, we shall pay you the Royalties due under the invoice.
Royalties and any other sums payable under this agreement shall be paid in US Dollars to the credit of a bank account or other payout method designated by you. You must notify us in writing of any changes to your bank account or payout method. For the avoidance of doubt, the costs (if any) of converting Royalties in your local currency will be borne by you.
6.5 On payment of the Royalties in accordance with clause 6.4, we shall provide you with a statement detailing:
(a) the quantity of the Digital Product purchased through the Website;
(b) the price charged;
(c) the Net Sale Price; and
(d) the Royalties due,
in respect of the applicable calendar month and such statement may be provided by us in writing, by e-mail or through the Website.
6.6 We shall keep records of all sales of the Digital Product to enable you to check the accuracy of the Royalties due from us. After giving written notice of ten clear days, you or any other person authorised by you may inspect our records during normal business hours, and take away copies to verify the information provided by us.
6.7 As a Non-Exclusive Designer, you shall ensure that the price for each Digital Product sold by us shall be no higher than the price for the same Digital Product on any other website through which you are selling the Digital Product, including but not limited to any website(s) owned or controlled by you.
6.8 We reserve the right to deduct or set off from any Royalties due to you any refunds we give in respect of the purchase of any Digital Product.
6.9 Unless otherwise expressly permitted by us, all payments of the Royalties shall be made via the Payment Processor.
7.1 You may terminate your licence to us for the Digital Product(s) without cause on the provision of not less than ninety (90) days written notice to us.
7.2 In the event you exercise your right under clause 7.1 or your contract is otherwise terminated in accordance with these Terms:
(a) we may continue to fulfil orders placed by End Users for any Digital Product through the Website on or before the date of termination;
(b) the Terms and Conditions of the Website granting End Users the right to use the Digital Product shall continue in full force and effect;
(c) we shall continue paying you any Royalties due until the effective date of termination;
(d) we shall remove the Digital Product from the Website prior to the effective date of termination; and
(e) all rights granted to you and us hereunder shall cease on the date of termination.
8.1 You will be an independent Designer and nothing in this agreement shall render you an employee, worker, agent or partner and you shall not hold yourself out as such.
8.2 You shall be fully responsible for and indemnify us against any liability, assessment or claim for:
(a) taxation whatsoever arising from or made in connection with the purchase of your products on the Website, where such recovery is not prohibited by law; and
(b) any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you or any substitute against the Client arising out of or in connection with the provision of the Services.
8.3 We may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.
9. Entire Agreement
9.1 This agreement constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
9.2 You acknowledge that in entering into this agreement you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
9.3 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statements in this agreement.
9.4 Nothing in this clause shall limit or exclude any liability for fraud.
No variation of this agreement or of any of the documents referred to in it shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11. Governing Law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).