LICENSING AGREEMENT
TheLinaHellgrenCreative.

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE PURCHASING AND ENTERING INTO THIS AGREEMENT. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND LINAHELLGRENCREATIVE. (HEREINAFTER REFERRED TO AS THE "LICENSOR"). 

IF YOU INTEND TO ACQUIRE ANY OF THE DESIGNS OFFERED BY THE LICENSOR, YOU MUST EXPRESS YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS BY MARKING THE CHECKBOX LABELED "I have read, understand, and accept the LinaHellgrenCreative Licensing Agreement" DURING THE PURCHASE PROCESS. YOUR ACCEPTANCE WILL INDICATE THAT YOU HAVE ENTERED INTO THIS AGREEMENT WITH THE LICENSOR UPON CLICKING 'I ACCEPT'.

IF YOU DO NOT AGREE TO THE TERMS SET FORTH HEREIN, YOU WILL HAVE NO RIGHT TO UTILIZE ANY OF THE DESIGNS AVAILABLE FOR LICENSING ON THE WEBSITE (DEFINED BELOW). 

1. DEFINITIONS

1.1 "Design" means any print, pattern, all metadata, or apparel graphic, including associated keywords, descriptions, and captions.

1.2 "Design Contributor" means the individual who contributed the Licensed Design to the Website.

1.3 "Instant Prints" means the section of the Website featuring Designs, each of which may only be sold on an exclusive, one-off basis to a single licensee.

1.4 "Intellectual Property Rights" means all copyrights, patents, database rights, registered and unregistered design rights, topography rights, trademarks and service marks, and applications for any of the aforementioned. This definition also includes trade secrets, know-how, rights to confidence, and other intellectual and industrial property rights worldwide.

1.5 "License Fee" means the fee payable for licensing the Licensed Design, as displayed on the Website.

1.6 "Licensed Design" means the Design from the Instant Prints section available for licensing, governed by the terms of this agreement.

1.9 "Website" refers to TheLinaHellgrenCreative.com.

2. GRANT OF LICENSE

2.1 License Grant: In consideration of the License Fee, the Licensor hereby grants the Licensee an unrestricted license for the Licensed Design, with all necessary consents as required by the Copyright, Designs and Patents Act 1988, as amended from time to time, or any successor legislation. This license allows the Licensee, strictly in accordance with this agreement, to use the Licensed Design, whether on its own or in conjunction with other works, on a global scale and through all forms of media, both currently known and those that may be developed in the future.

For clarity, this licence includes the right to create and sell commercial merchandise, which may include but is not limited to clothing, t-shirts, homeware, stationery, accessories, posters, postcards, and other products that incorporate the Licensed Designs.

2.2 Non-Compete Clause: You agree not to use the Licensed Design in any manner that could reasonably be perceived as competitive with or detrimental to the Licensor's business.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Ownership: The Licensor retains all Intellectual Property Rights in the Licensed Designs, including sole copyright. This agreement does not transfer, assign, or grant any party any right or interest in the Licensor's Intellectual Property Rights, nor does it affect the Licensor's ownership of Intellectual Property Rights concerning the Licensed Design.

3.2 Representation of Origin: You shall not falsely represent yourself as the original creator of the Licensed Design.

3.3 Notice of Infringement: If you become aware of any actual, suspected, or threatened infringement of the Intellectual Property Rights in the Licensed Design or any claim alleging that the Licensed Design infringes third-party rights, you must promptly notify the Licensor in writing, providing full particulars of the matter.

4. WARRANTIES

4.1 Licensor's Warranty: The Licensor warrants that: (i) the Licensor possesses the entitlement to grant the use of the Licensed Designs without infringing upon third-party rights, and (ii) to the Licensor's reasonable knowledge and belief, the Licensed Design does not contain any obscene, blasphemous, or defamatory matter. Additionally, the Licensor believes that the Licensed Design's exploitation will not, to the Licensor's reasonable knowledge or belief, place any individual in contempt of court or breach any statutory provisions.

5. YOUR UNDERTAKINGS

5.1 You hereby warrant and undertake that:

(a) You will not exercise the licence granted under this agreement in a manner that renders the Licensed Design obscene, defamatory, or in violation of any third party's privacy or legal rights or any applicable law worldwide.

(b) You will not duplicate, redistribute, sublicense, or resell the Licensed Designs, nor will you permit others to do so.

(c) You will not utilize the Licensed Designs in any manner that involves pornographic, fraudulent, obscene, immoral, infringing, illegal, blasphemous, or defamatory material, or to infringe upon any person or entity's copyright, trade name, trademark, or service mark.

(d) You shall not use, nor permit others to use, the Licensed Designs for any purposes prohibited by the laws of England and Wales (or the relevant laws of your country).

(e) You shall secure all third-party permissions and clearances necessary to enable you to exercise the rights granted to you under this agreement.

(f) You possess full authority to enter into this agreement.

7. UNAUTHORIZED USE

7.1 Unauthorized use of the Licensed Designs constitutes copyright infringement and entitles the Licensor to exercise all rights and remedies under applicable copyright law. This includes seeking an injunction to prevent further use and pursuing monetary damages against all users and beneficiaries of the unauthorized use of the Licensed Designs. This statement does not limit the Licensor's rights or remedies regarding any unauthorized use.

8. LIMITATION OF LIABILITY

8.1 Suitability Disclaimer: The Licensed Design has not been tailored to meet your specific requirements, and it is your sole responsibility to ensure its suitability before entering into this agreement. The Licensor does not make any warranty or representation regarding suitability, and any failure of the Licensed Design to meet your requirements shall not entitle you to reject it or assert any claim against the Licensor.

8.2 Virus Disclaimer: While the Licensor strives to exclude viruses from the Licensed Design, it cannot guarantee complete exclusion, and it assumes no liability for viruses. It is strongly recommended that you thoroughly scan the Licensed Design upon receipt and take appropriate measures to protect yourself from associated risks.

8.3 As-Is Basis: THE LICENSOR PROVIDES THE LICENSED DESIGNS ON AN "AS IS" BASIS. THE LICENSOR OFFERS NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY DESIGNS, THE SITE, THE ACCURACY OF ANY INFORMATION, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT. THIS INCLUDES, BUT IS NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE ACCESS TO THE SITE OR ANY SERVICES. SUBJECT TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, THE LICENSOR SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE USE OF THE LICENSED DESIGNS. SUCH CLAIMS MAY BE FRAMED AS BREACHES OF WARRANTY, NEGLIGENCE, CONTRACTUAL FAILURE, OR OTHERWISE. IN NO EVENT SHALL THE LICENSOR'S LIABILITY FOR YOUR USE OF ANY LICENSED DESIGN PROVIDED HEREUNDER EXCEED THE GREATER OF THE AMOUNT INVOICED AND PAID BY YOU FOR THE USE OF THAT LICENSED DESIGN.

8.4 Exclusions: Notwithstanding the above, none of the provisions herein shall restrict liability for death or personal injury resulting from the Licensor's negligence, fraud, or fraudulent misrepresentation. If you are a consumer, the Licensor does not exclude or limit liability for any breach of the terms implied by the Sale of Goods Act 1979 (specifically section 12) or the Consumer Protection Act 1987 concerning defective products.

8. INDEMNITY

8.1 Indemnification: You shall indemnify the Licensor against all liabilities, costs, expenses, damages, or losses (including direct or indirect consequential losses, loss of profit, loss of reputation, interest, penalties, and legal and professional costs and expenses) incurred by the Licensor arising from or connected to any breach by you of the terms of this agreement. This specifically includes any use of the Licensed Design that violates the rights and obligations or is not expressly permitted therein.

9. TERMINATION

9.1 Termination: The Licensor reserves the right to terminate this agreement immediately and commence legal proceedings if your unauthorized use of the Licensed Designs results in any copyright infringement.

10. MISCELLANEOUS

10.1 Assignment of Rights: The Licensor has the right to assign or license all the rights granted under this agreement to any third party without prior notice to you. You are not entitled to assign or sublicense your rights under this agreement.

10.2 Severability: If any provision or part of this agreement becomes invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not feasible, the relevant provision or part shall be deemed deleted. Such modification or deletion shall not affect the validity and enforceability of the remaining provisions of this agreement.

10.3 Entire Agreement: This agreement constitutes the entire agreement between the parties regarding its subject matter, and there are no further agreements, whether oral or otherwise.

10.4 Rights of Design Contributor: The Design Contributor shall have the right to enforce any of the terms of this agreement against you.

10.5 Governing Law and Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of England, and the parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising hereunder.