ONEPATTERN MOTIFS STANDARD LICENCE AGREEMENT

This is a legal agreement between you, your company, your employer and/or your client (in the case you are an agent acting for a single client), as the case may be (collectively "you"), and Onepattern corporation. "Onepattern when used herein shall mean Onepattern, a trade name owned by Dominique Chiron, or its trade mark such as : OnePattern, Doopix, its wholly owned subsidiaries including, without limitation, and each of its subsidiaries, affiliates and/or distributors, as the case may be. This license agreement applies, without limitation, to the websites currently located at: onepattern.com, onepattern.net, doopix.fr, doopix.com, doopix.net, any international or other versions of the foregoing, future Onepattern websites and/or any motifs patterns delivered via any storage media.

Please read the following terms and conditions. Your acceptance to these terms is an absolute condition to your access to and use of any pattern(s). Downloading and/or using any motifs pattern(s) from Onepattern confirms your acceptance of these terms and forms a legal contract between you and Onepattern. Onepattern reserves the right to change any of the terms of this agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms, as may be amended, do not download or use any image(s).

1. LICENCE

A. DEFINITIONS

"Comp usage" is defined as the creation of a temporary test use, rough layout or comprehensive rendering of a proposed work for client review, internal company review or testing. The motif pattern may not be used in any materials distributed or accessible to the public or in any final product or use, including, without limitation, any online or other electronic distribution system (except that you may transmit comps digitally or electronically for their review) and may not be sold or sublicensed alone or as part of any product.

"Motif(s)" shall mean illustration, pattern, swatch pattern, tile pattern, motif pattern, clipart, graphic, composite, image or any other visual representation regardless of whether the motif(s) are obtained via download from any Onepattern web site, delivered via any storage media (CD-ROM, DVD, disk, etc.) that is now known or may become known in the future, or obtained from a Onepattern authorized distributor, together with all accompanying metadata and any other collateral material.

"Storage media shall mean CD-ROM, digital video disc (DVD), floppy disk, or any other storage device or media now known, or hereafter created.

"User shall mean the individual, legal entity or agent entering into this license agreement or any employee or contractor of such individual, legal entity or agent that edits, manipulates or modifies the motif patterns or are otherwise directly involved in the creative process including, but not limited to, photo editors, photo researchers, photographers, graphic artists, illustrators, art directors or designers. All users shall only use the swatches patterns in accordance with the terms of this agreement.

"You shall mean a single: (1) individual, (2) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (3) agent acting on behalf of a single individual or entity.

B. PROPERTY, COPYRIGHT

The motif(s) are copyrighted and protected under the various laws of France, international treaties and other applicable laws. The motif(s) shall remain the sole and exclusive property of Onepattern, or its licensors. The use of the motif patterns is licensed, not sold, pursuant to the terms of this license agreement. Use of the motif patterns without agreeing to this license agreement, or a breach of these License Agreement terms, is copyright infringement.

C. GRANT

1. Paid License

Onepattern grants you a non-exclusive and non-transferable license to use the motif pattern(s) only as provided in this License Agreement.

2. Comp Use

Onepattern grants you the non-exclusive and non-transferable right to use motif(s) for comp usage for a period not to exceed sixty (60) days.

D. NUMBER OF USERS (DEFINED ABOVE)

For motif patterns acquired by pay per download and storage media.

You are granted a five (5) user single use, seat license for use of the motif patterns. This is not a simultaneous use license. Only one (1) user may access or use the motif(s) at a time with up to a maximum of five (5) users (within the same legal entity entering into this license) who may access or use the motif(s).

The licensee may distribute motif(s) within a network or a similar asset management system to no more than five (5) computers/workstations within the same company or legal entity for use by one (1) person at a time. If the motif(s) are to be placed on a network server accessible by more than five (5) computers/workstations, a multiple seat licence shall be required. Please contact us or your sale representative for such a licence.

E. PERMITTED USES. YOU MAY, SUBJECT TO SECTION I F) BELOW :

1. Back up, and store, single motif(s) as necessary on a single server for archival, tracking or asset management purposes only. Any copy or archive you make must include copyright notice or this Licence Agreement under electronic format (.txt).

2. Use the motif(s) in any electronic or print media, advertising, press, magazines, newspapers, books, book covers, bruchures, leaflets, flyers, CD-ROM or DVD booklets, including for advertising and editorial purposes, provided such use is not intended to allow the re-distribution or re-use of the motif(s).

3. Use the motif(s) on product packaging or, in any items for personal use or resale, including book covers, calendars, posters, art, provided such use is not intended to allow the re-distribution or re-use of the motif(s).

4. Modify, change or alter the motif(s) as necessary for your use, subject to the terms of section F, and provided that if such modification or alteration constitutes thus a derivative work, you do not acquire any copyright, ownership or equivalent rights in or to any of the motif(s) or any other property of Onepattern or its licensors and you shall only use such derivative work in accordance with this agreement. If requested by Onepattern, you agree to execute a written assignment of any such rights, including copyrights, at no cost to Onepattern.

5. Use the motif(s) as decor in an office, lobby, public area, restaurant, shop or retail store of any kind.

6. Use the motif(s) as design elements in video, film, or television broadcasts.

7. Use the motif(s) in connection with your business or entity, e.g. corporate identity documents and letterhead, business cards, and corporate collateral except as prohibited below.

8. Use the motif(s) for any other uses approved in writing by Onepattern.

F. UNAUTHORIZED AND PROHIBITED USES. YOU MAY NOT :

A. USE THE MOTIF(S) ONLY PROVIDED AS SUCH AS DESCRIBED BELOW WITHOUT AN EXPRESS, WRITTEN PERMISSION, SUBJECT TO THE TERMS OF AN "EXTENDED" LICENCE AGREEMENT ACQUIRED DIRECTLY THROUGH ONEPATTERN (CONTACT US AT SALES@ONEPATTERN.COM) :

1. Use the motif(s) to create  printed products by any existing printing process that is now known or may become known in the future, to be sold as derived printed products such as : tapistry, carpet, rug, wall paper, flooring, coating, textile fabrics, print-outs, t-shirts, school stationary.

2. Use the motif(s) to create printed product(s) to be sold or used on other product(s) to be sold "on-demand" or customozed such as t-shirts, e-cards, mouse pads, calendars, albums, scrapbooks or any other mass, consumer product that would distinctly display the motif(s) in a prevailing way. 

3. Use the motif patterns(s) in any downloadable format intended for multiple distribution or to be sold under such form, including, without limitation, templates, web site templates, software products, e-greetings, corporate electronic documents, screensavers, wallpapers, electronic business cards or signatures or any other similar product intended to be sold.


G. PROHIBITED USES

1. Sublicense, distribute, transfer or assign the motif(s) or rights to the motif(s).

2. Reverse engineer, decompile, translate, or disassemble any part of the motif(s).

3. Copy or reproduce the motif(s), except as specifically provided for in section I E.

4. Remove any copyright, trademark or watermark from any place where it appears on the motif(s).

5. Use the motif(s), or any part of the motif(s), as part of a trademark, service mark, or logo. Onepattern or its licensors retain the full rights to the motif(s), and therefore you cannot establish your own rights.

6. Display the motif(s) in any digital format or for any digital use at a resolution greater than 72 dpi, except in editorial or preliminary design work. Doing so will be viewed as an attempt to distribute the motif(s) in violation of this agreement.

7. Use the motif(s) to compete with Onepattern. Onepattern is in the business of licensing motif patterns to its customers. It is the specific intent of this provision to prohibit you from using the motif(s) to enter, either directly or indirectly, a similar or competing business.

8. Use the motif(s) in a product or service whereby the motif(s) can be used apart from that product or service.

9.	Use the image(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or motif patterns, or otherwise.

10. Use the motif(s) beyond any limitations or restrictions noted on a Onepattern website.

G. ADDITIONAL PROPERTY AND COPYRIGHT TERMS

1. Onepattern reserves the right to (I) not permit the use of any motif(s) for any reason whatsoever; and (II) notify you that certain motif(s) are no longer available for use. Upon such notification, the license to use such motif(s) shall automatically and immediately terminate.

2. All other rights not expressly granted to you are reserved solely for Onepattern.

3. Onepattern requests the copyright notice " [insert current year] Onepattern corporation to appear adjacent to the motif(s) or on a credit page.

2. PAYMENT TERMS

You agree to pay all motif(s) license fees and no rights are granted under this agreement until all payments are made in full. A service charge of two percent (2%) per month, or the amount allowed by law, will be charged on any unpaid balance. any claims for adjustments must be made to Onepattern within five (5) days of billing. You shall be liable for all past due amounts, interest and costs of collection, including attorneys fees. Refunds are governed by the terms of the individual service used. Please see section 11 below for terms applicable to refunds in the event of cancellation.

3. TERMINATION

A. This license agreement is effective until it is terminated.

1. This license agreement will terminate automatically, without notice from Onepattern, if you fail to comply with any provision of this license agreement.

2. You can terminate this agreement by destroying the motif(s), along with any copies or archives, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the motif(s) for any purpose. Such termination may not effect payment obligations.

B. Onepattern may, in its sole discretion: (I) monitor, as frequently as Onepattern determines, anything you download from our web sites, (II) limit downloads to a fixed amount of downloads per 24 hour period so as to insure the best possible service to all subscribers to our web sites, (III) track any abuse of your username and password, (IV) suspend or terminate your account, without notice, if Onepattern believes there is a violation of this agreement, the website terms and/or any abuse of your username and password.

C. Upon termination of this agreement, you agree to (I) destroy all copies and archives of the motif(s), (II) cease using the motif(s) for any purpose, and (III) confirm to Onepattern in writing that you have complied with these requirements.

4. WARRANTY AND LIMITATION OF LIABILITY

A. Onepattern represents and warrants that :

1.	it has the right to enter into this agreement and to grant the rights hereunder;

2. the motif(s) or other storage media (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date of license; and

3. the motif(s) as provided hereunder, and used as permitted herein, will not infringe any copyright, trademark, moral right, right of privacy or any other intellectual property right of any third party.

B. Disclaimer of warranty

Except as provided in section 4 A above, the motif(s), storage media and accompanying materials (if applicable) are provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of merchantability, or fitness for a particular purpose. Onepattern makes no warranties for any motif patterns that have been modified or altered by you and you shall be solely responsible for any claims relating to or arising out of your modification and use of the motif patterns.

C. You represent, warrant and covenant that :

1. You are at least eighteen years of age and have the full right and authority to enter into this license on behalf of you and/or your company, employer or principal.

2. You do not reside in any country to which export of French products or products made in France are prohibited or restricted and you may not ship, transfer or export any of the motif patterns into any country or use any of the motif patterns in any manner prohibited by any laws, restrictions or regulations.

3. You will not use the motif(s) in any way that is not permitted by this license.

4. Your use of the motif(s) will not violate any applicable law or regulation of any country, state, or other governmental entity.

5. Yhe information that you provide to Onepattern is accurate and true, including, without limitation, all credit card or other payment information, as well as postal address, e-mail address, used for order and billing and you shall update such information as necessary.

6. You are solely responsible for determining whether your use of any motif(s) requires the consent of any other party or the license of any additional rights. If you are unsure whether additional rights are needed for your use of the swatches patterns, you are responsible for consulting with competent legal counsel.

7. Sf you are acting as an agent, you must inform your client/principal of the terms of this license.

5. LIMITATION OF REMEDIES

Replacement or refund

Onepatterns entire liability and your exclusive remedy, with respect to any claims arising out of this agreement, except as set out in section 6 below, shall be at Onepatterns sole discretion, either : (I) replacement of motif(s); or (II) refund of any fee paid for the specific motif(s). Any claims must be brought within twelve (12) months of the date that you discovered such claim, or reasonably should have discovered such claim, or shall be waived. See section 2 for other refund terms that may apply.

6. INDEMNIFICATION

You agree to indemnify and hold Onepattern, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with Onepattern, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys fees) asserted against Onepattern arising out of your use of the swatches patterns or in connection with any breach of any of the terms of this agreement. Provided that the motif(s) are used only in accordance with this agreement and you are not otherwise in breach of this agreement, Onepattern shall defend, indemnify and hold you harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorneys fees and authorized costs), arising out of or in connection with any actual or threatened lawsuit, legal proceeding or claim alleging that Onepattern is in breach of its warranties set out in section 4 above. The foregoing states Onepatterns entire indemnification obligation under this agreement and your sole and exclusive remedy for any actual breach of Onepatterns representations and warranties set forth herein. Onepattern shall have no obligation under this section 6 unless you promptly provide Onepattern with written notice of such claim. Onepattern shall have no liability or duty to indemnify if the claims, liabilities, costs, damages, or expenses result from: (I) the modification or alteration of the motif patterns by anyone other than Onepattern or (II) the combination of the motif patterns with any other text or graphic material, whether in printed or electronic format, to the extent that such any claims would not have arisen had such modification or combination not been made.

At the indemnifying partys option, the indemnifying party may assume the handling, settlement or defense of any claim or litigation and the indemnified party shall reasonably cooperate in the defense thereof. The indemnified party shall have the right to participate in the litigation, at its own expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the indemnified party giving notice of the claim for which indemnity is sought.

7. GENERAL

A. Enforceability

If any provision of this agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties intent.

B. Taxes and other

You agree to pay and be solely responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or your use of the motif(s), pursuant to this agreement.

C. Waiver

No action of Onepattern, other than an express written, signed waiver may be construed as a waiver of any part of this agreement, and no employee of Onepattern is authorized to make an oral waiver. In the event that Onepattern waives a specific part of the agreement, it does not mean that Onepattern waives any other part.

8. JURISDICTION

This agreement, its validity and effect, shall be solely interpreted, and governed by, the French laws. Any claims shall be brought solely in the Court of the city of Tarbes, France, and you expressly consent to the exclusive jurisdiction of this Court. You consent to the service of any required notice or process upon you by registered mail or overnight courier to the address provided to Onepattern with your registration, as you may update from time to time, with proof of delivery.

9. LEGAL FEES

You agree to reimburse Onepattern for its legal fees, costs and disbursements if Onepattern is successful in enforcing any of its rights under this agreement including, without limitation, in connection with any action to collect payment.

10. ASSIGNABILITY

You may not assign or transfer to anyone else the rights granted to you in this agreement, without our prior written consent. Onepattern may assign or transfer this agreement freely.

11. CANCELLATION

If you licensed single motif patterns or purchased CD(s) (opened or unopened), you may receive a full refund if you submit a completed and signed refund affidavit (http://www.onepattern.com/techdocs/refund.pdf), and return any CDs, within fourteen (14) days of your invoice date. After fourteen (14) days, no cancellations will be accepted, no refunds made and you will be responsible for and must pay the full amount of the invoice.

You are solely responsible for all shipping and handling fees with regard to a cancellation. All cancellations are final. See termination section 3 above for other applicable terms.

12. ENTIRE CONTRACT

You acknowledge that you have read this agreement, understand it, and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between you and Onepattern, which supersedes any proposal or prior agreement, oral or written, and any other communication between you and Onepattern relating to the subject of this agreement, including, without limitation, any purchase order terms (even if such terms are subsequent to the date of this agreement). faq's, other explanations, and text in Onepatterns web sites are for your information only and are not, and shall not be construed as, part of this agreement unless specified otherwise in this agreement.

13. ADDITIONAL TERMS

Third party content

If you are licensing motif patterns from Onepatterns third party suppliers, special license terms from the third party suppliers may apply. Please see the individual web site or storage media for details of any special license terms.

--
v1.0.5us