By ticking the buy button, you accept the applicable License Terms & Conditions for your chosen product

14.6.2022

COPYRIGHT LICENSE AGREEMENT – PERSONAL LICENSE

THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into effective as of today, By ticking the buy button (the “Effective Date”), by and between ARTCODE FZ-LLC (the “Licensor”), and you or the entity you represent (the “Licensee”).

 

RECITALS:

(A)       Licensor ARTCODE FZ-LLC (the “Licensor”),  owns all proprietary rights in and to numerous copyrightable works, generally described as art work designs and products, all of which are displayed and viewable at APGART.COM (“ANTONIA PIA GORDON®”), or upon request from Licensor, (hereinafter the “Art Work”), and has the exclusive right to license others to produce, copy, make, or sell the Work.

(B)       Licensor owns all rights in and to the Work and retains all rights to the Work which are not transferred herein, and retains all common law copyrights.

(C)       Licensee desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Work by Licensee in accordance with the terms and conditions of this Agreement.

(D)       LICENSED PROPERTY. The licensed property shall be the Print Materials (as defined below), the Merchandise (as defined below) and the Home - Video -  Multi - Media Artwork (as defined below),  and such other materials containing the key art, logos and other materials created by Licensor for the Picture as mutually approved by the parties (the “Licensed Property”).

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, as set forth herein, Licensor and Licensee agree as follows:

  1. Grant of License.

(A)       Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable license, solely for your own personal, non-commercial use, with respect to the digital content (“Licensed Asset”) made available on APGART.COM by Licensor and purchased by Licensee. The Licensed Asset shall be in a form of Joint Photographic Experts Group (“JPEG”) file, the Licensee shall be granted the right to use the Licensed Assets personal purposes only, and for no other purpose. Licensee may copy the Licensed Assets in accordance with the terms set forth below, for general advertising materials and point of sale displays, advertising, and other promotional materials for the Licensed Assets. Further, Licensee may use the Licensed Assets in conjunction with an Internet site for the advertisement and sale of the Licensed Assets as described herein, but shall not otherwise advertise or sell internationally without the written permission of Licensor. Any other use shall be made by Licensee only upon the receipt of prior written approval from Licensor.

(B)       Licensee retains all rights to packaging designs and trade dress, for the promotion, marketing and sale of the Licensed Assets which Licensee develops, creates, purchases or otherwise owns.

(C)       Licensee shall not grant sub-licenses without the prior written approval of Licensor.

(D)       Licensee hereby accepts such license and agrees that Licensee shall not use the Licensed Assets except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Licensed Assets subject to any limitations set forth herein.

(E)        NEW & FUTURE TECHNOLOGIES: WEB3  METAVERSE NFT’S – ONLINE & OFFLINE USE – VIRTUAL GOODS & VIRTUAL SPACES -> ZONE OF EXPANSION – DIGITAL EXPERIENCES – DIGITAL ELEMENTS – HAPTICS & ULTRA HAPTICS – TOUCH FEEL TRY - ON GARMENTS & ACCESSORIES - ROBOTICS

The license extends and includes the use in future technologies, AI, (Artificial Intelligence), VR (Virtual Reality) the Metaverse and beyond.

 

  1. Prohibited Uses
  • End Products

All End Products for commercial use (including, without limitation, physical products, product packaging, digital products, or digital or print publications) are prohibited.

On-Demand Applications (Such as Print-on-Demand and Create-on-Demand Services) for commercial Use or Non-commercial Use are prohibited. Any use that allows anyone other than the Licensee, such as an end user to customize a digital or physical end product is prohibited, whether for commercial use or Non-commercial use. This includes, but is not limited to, “print on demand”, “made to order”, or “download on demand” application.

  • Social Media, Marketing, and Advertisements

Company Social Media: is prohibited for commercial use or Non-commercial use.

Physical (Printed, Paid or Unpaid) Advertisements: Such as billboards, signage, printed advertisement, etc. are prohibited for commercial use or Non-commercial use.

Digital (Paid or Unpaid) Advertisements: Internet advertisements such as advertisements served by Google Ads, Bings Ads, Facebook Ads, LinkedIn Ad, etc. are prohibited for commercial use or Non-commercial use.

  • Broadcast and Streaming of Motion Picture and Audio-visual Content

Broadcast and Streaming: (a) Streaming for commercial use and (b) broadcast for commercial use or Non-commercial use by any means, including via network Assets, cable, satellite, pay-per-view, video on demand of content including motion picture or audio visual works incorporating the Licensed Asset, including advertisements, is prohibited.

  • Digital Development

Website Software Development, Mobile App Development, Desktop Application Development, and Video Game Development: is prohibited for commercial use or Non-commercial use.

  • Resale or Sub-Licensing

Resale or Sub-Licensing the Licensed Asset or any modification of it in source file form is strictly prohibited.

Resale or Sub-Licensing of the Licensed Asset or any modification of it in a way that is directly competitive with the original Licensed Asset is strictly prohibited (e.g., as a stock asset or template).

  • Sharing Licensed Assets

Making public or sharing the Licensed Asset in any way that allows others to download, extract, or redistribute Licensed Asset as a standalone file (meaning just the content file itself, separate from the project or end use that is expressly permitted) is strictly prohibited.

 

  • Illegal Use

Use the Licensed Asset in pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive, or defamatory material, 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.

 

  • False Representation

Falsely representing authorship and/or ownership of the Licensed Asset is strictly prohibited.

  • Trademark and Copyright

Trademark: 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.

Copyright: 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).

 

  1. Ownership of Licensed Assets.

(A) Licensee acknowledges that Licensor is the sole and exclusive owner of the Licensed Assets and of all associated registrations and pending registrations, and Licensee shall do nothing inconsistent with such ownership. Licensee further agrees that it will not claim ownership rights to the Licensed Assets, or any derivative, compilation, sequel or series, or related Licensed Assets owned by or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Licensed Assets other than the right to use the same in accordance with this Agreement.

  1. Mandatory Attribution

4.1 Credits shall be legible and in close proximity to the Licensed Assets and, where applicable, substantially similar in placement and prominence to other credits

4.2 - How to provide credit: “[Licensed asset product type] surface design copyright ANTONIA PIA GORDON®”

 

  1. Termination.

Licensor may terminate this Agreement at any time, in any of the following events:

(A)       if Licensee breaches any of the terms of this or any other agreement with Licensor, in which case Licensee must immediately: cease using the License Asset; delete or destroy any copies; and, if requested, confirm to Licensor in writing that Licensee has complied with these requirements.

(B)         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 Licensor’s request, Licensee agrees to remove any content from such platform or website.

(C)       if the Licensee, despite the Licensor's written reminder, shall at any time fail to pay the License Fee or any amounts due and payable to the Licensor as per Clause 6;

(D)       if the Licensee shall misuse or in any way impair the goodwill associated with any of the Licensed Asset or take any action to contest the validity or ownership thereof;

(E)       if the Licensee shall purport to affect any assignment of any of the rights or licenses herein granted other than in accordance with the terms hereof;

(F)       if the Licensee fails to obtain any prior written approval or consent of the Licensor expressly required by this Agreement;

(G)       if the Licensee discloses or permits or suffers the disclosure of any confidential information contrary to the terms hereof;

(H)       Upon termination or expiration of the license granted under this Agreement by operation of law or otherwise, all rights (including the right to use the Licensed Assets) privileges and obligations arising from this Agreement shall cease to exist, except for Licensee’s obligation to pay any fees to Licensor pursuant to the terms herein.

  1. Fees.

(A)       In consideration of the grant of the right to use the Licenses Assets, the Licensee shall pay to the Licensor or such other person as the Licensor may direct a one time license fee calculated as follows: (..)

(B)       The License Fee should be settled by the Licensee upon checkout along with any related taxes, failing of which, the Licensee shall not be permitted to download the JPEG file, and Licensor shall have the right to terminate this Agreement with immediate effect.

(C)       This license fee does not include VAT or any other tax (if applicable), all of which shall be borne by the Licensee.

(D)       All payments provided in this clause shall be made by the Licensee upfront, payments shall be made in the form requested by the Licensor. The payments shall be made by credit card to the account indicated by the Licensor.

(E)       In the event of termination or annulment of the Agreement for any reason whatsoever, the license fee paid before such termination or annulment shall remain the property of the Licensor.

  1. Use of Licensed Assets.

(A)       Licensor shall have control over the of use of the Licensed Assets, Licensee shall only be allowed to use the Licensed Assets for personal purposes.

(B)       Licensee may create limited physical end products for non-commercial use such as, but not limited to, clothing, cards, invitations, stickers, mugs, stamps, candles, posters, signs, home decor, etc.

(C)       Licensee may create limited physical or digital end packaging products non-commercial use such as, but not limited to, boxes, labels, stickers, or containers, etc.

(D)       Licensee may create limited digital end products non-commercial use such as static designs, static website elements.

(E)       Licensee may use the Licensed Asset in limited digital or print publications non-commercial use such as cards, invitations, photo albums, and scrap books, e-books or e-publications.

(F)       License shall be entitled to one personal or individual social media account (not on a company or business social media page)

(G)       License is entitled to streaming via internet only of motion picture and audio-visual works, excluding advertisements, is permitted for Non-commercial use only.

(H)       Licensee is entitled unlimited lifetime viewers on broadcast and streaming via internet only of motion picture and audio-visual works, excluding advertisements

(I)         Licensee shall not be entitled to resale or sub-Licensing the Licensed Asset or any modification of it in source file form is strictly prohibited.

(J)        Licensee shall not be entitled to resale or sub-Licensing of the Licensed Asset or any modification of it in a way that is directly competitive with the original Licensed Asset is strictly prohibited (e.g., as a stock asset or template).

(K)       Licensee shall not be entitled to use the Licensed Asset in pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive, or defamatory material, 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), libelous, 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

  1. ix) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.
  2. Indemnification.

(A)       Licensee shall fully indemnify, defend, and hold harmless Licensor from and against any and all claims, losses, damages, expenses, and liability -- other than those for infringement, including without limitation, suits arising from offering, promoting, advertising, sale, or use by Licensee, or any of its authorized sublicenses, of the Licensed Assets, whether or not such use conforms to standards set by Licensor, provided that such claim, loss, damage, expense, or liability does not arise from the negligence of Licensor.

(B)       Licensor shall fully indemnify, defend, and hold harmless Licensee from and against any and all claims, losses, damages, expenses and liability, including claims of copyright infringement, arising from Licensee’s authorized use of the Licensed Assets. Licensor does not agree to indemnify Licensee for claims of copyright infringement or trade dress infringement directed to the appearance or design of the packaging and advertising for the Licensed Assets which has been created, or is owned, by Licensee.

(C)       Licensor has the right, but shall not be obligated, to maintain federal registration of the Licensed Assets. In the event that Licensee becomes aware of any claimed or alleged infringement of the Licensed Assets by a third party, Licensee shall promptly advise Licensor in writing of the nature and extent of such infringement or dilution. Licensor has no obligation to take any action whatsoever in the event that any infringement or dilution occurs with respect to the Licensed Assets, but Licensor shall have the sole right to determine whether any action shall be taken. In the event Licensor sues or takes other action, legal, equitable, administrative, or otherwise, to stop an infringement or dilution of the Licensed Assets, Licensee shall cooperate fully with Licensor, but Licensee shall not be obligated to pay any costs or expenses. Licensee has no right to enforce the Licensed Assets through litigation without prior written authorization of Licensor. In any legal action arising from use, or ownership rights of the Licensed Assets, where both Licensor and Licensee are co-parties, Licensor retains the right to control the litigation, including any and all settlement negotiations.

 

  1. Assignment.

 

This Agreement (including, without limitation, the license granted hereunder) is personal to Licensee and shall not be assigned or transferred by Licensee, including, without limitation, by operation of law, except that, with prior written approval of Licensor. Any attempt on the part of Licensee to assign, sub-license, or transfer Licensee’s rights under this Agreement except as provided herein shall be invalid and void. Licensor shall have the right to assign its rights and obligations under this Agreement and all its right, title and interest in the Licensed Assets without the consent of Licensee.

 

  1. Validity of Licensed Assets.

 

Licensee admits the validity of all copyrights for the Licensed Assets and all associated registrations and acknowledges that any and all rights that might be acquired by Licensee because of its use of the Licensed Assets shall inure to the sole benefit of Licensor, provided that this Clause shall not entitle Licensor to all or any portion of the profits or revenues from Licensee’s permitted uses hereunder, except for the fees described in Clause 6.

 

  1. Notices.

Any notice, demand or request required or permitted to be given under the provisions of this Agreement shall be by e-mail or in writing and delivered personally or by registered or certified mail, international courier, return receipt requested, with postage prepaid and addressed to the following persons and addresses, or to such other addresses or persons as any party may request by notice in writing to the other such party. The Parties have agreed to contract electronically, and accordingly, electronic signatures will be given the same effect and weight as originals.

HLP - Huqooq Legal Practice

Badih Moukarzel

Latifa Tower, East Wing, Floor 22,

Office 2205, Trade Center First Area

Sheikh Zayed Road

Dubai, Dubai

United Arab Emirates

badih.moukarzel@hlplawfirm.com

with a copy to: hello@apgart.com

Any such notice shall be effective when received.

 

  1. Arbitration.

All disputes arising from the terms of this Agreement may be subjected to binding arbitration under the arbitration rules and regulations of Dubai International Arbitration Center (DIAC), with one arbitrator selected by DIAC, the arbitration shall be conducted in English language the seat of arbitration shall be in Dubai - UAE. This Agreement shall be governed by and construed in accordance with, the laws of United Arab Emirates.

  1. Independent Business Relationship.

Licensor and Licensee are independent contractors and are not and shall not be construed as joint ventures, partners, employer/employee, or agents of the other, and neither shall have the power to bind or obligate the other, except as set forth in this Agreement.

  1. Miscellaneous.

(A)       This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, superseding any and all prior agreements, understandings, negotiations, and discussions. No amendment, alteration, modification, or waiver of this Agreement shall be binding unless evidenced by an instrument in writing signed by the party against whom enforcement thereof is sought.

(B)       In the event it becomes necessary for either party to file a suit to enforce this Agreement or any provisions contained herein, and either party prevails in such action, then such prevailing party shall be entitled to recover, in addition to all other remedies or damages, reasonable attorney’s fees and court costs incurred in such suit.

(C)       If any provision of this Agreement, or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provisions to any other persons or circumstances, shall not be affected thereby.

 

COPYRIGHT LICENSE AGREEMENT – COMMERCIAL LIMITED

THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into effective as of today, By ticking the buy button (the “Effective Date”), by and between ARTCODE FZ-LLC (the “Licensor”), and you or the entity you represent (the “Licensee”).

 

RECITALS:

  • Licensor ARTCODE FZ-LLC (the “Licensor”), owns all proprietary rights in and to numerous copyrightable works, generally described as art work designs and products, all of which are displayed and viewable at APGART.COM (“ANTONIA PIA GORDON®”), or upon request from Licensor, (hereinafter the “Art Work”), and has the exclusive right to license others to produce, copy, make, or sell the Work.
  • Licensor owns all rights in and to the Work and retains all rights to the Work which are not transferred herein, and retains all common law copyrights.
  • Licensee desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Work by Licensee in accordance with the terms and conditions of this Agreement.
  • LICENSED PROPERTY. The licensed property shall be the Print Materials (as defined below), the Merchandise (as defined below) and the Home - Video - Multi - Media Artwork (as defined below) and such other materials containing the key art, logos and other materials created by Licensor for the Picture as mutually approved by the parties (the “Licensed Property”).

(E)        NEW & FUTURE TECHNOLOGIES: WEB3  METAVERSE NFT’S – ONLINE & OFFLINE USE – VIRTUAL GOODS & VIRTUAL SPACES -> ZONE OF EXPANSION – DIGITAL EXPERIENCES – DIGITAL ELEMENTS – HAPTICS & ULTRA HAPTICS – TOUCH FEEL TRY - ON GARMENTS & ACCESSORIES - ROBOTICS

The license extends and includes the use in future technologies, AI, (Artificial Intelligence), VR (Virtual Reality) the Metaverse and beyond.

 

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, as set forth herein, Licensor and Licensee agree as follows:

  1. Grant of License.
  • Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable,  license, solely for your LIMITED COMMERCIAL USE, with respect to the digital content (“Licensed Asset”) made available on COM by Licensor and purchased by Licensee. The Licensed Asset shall be in a form of Joint Photographic Experts Group (“JPEG”) file, and layered Photoshop file. The Licensee shall be granted the right to use the Licensed Assets for Limited Commercial purposes only, and for no other purpose. Licensee may copy and re-sell the Licensed Assets in accordance with the terms set forth below, for general advertising materials and point of sale displays, advertising, and other promotional materials for the Licensed Assets. Further, Licensee may use the Licensed Assets in conjunction with an Internet site for the advertisement and sale of the Licensed Assets as described herein, but shall not otherwise advertise or sell internationally without the written permission of Licensor. Any other use shall be made by Licensee only upon the receipt of prior written approval from Licensor.
  • Licensee retains all rights to packaging designs and trade dress, for the promotion, marketing and sale of the Licensed Assets which Licensee develops, creates, purchases or otherwise owns.
  • Licensee shall not grant sub-licenses without the prior written approval of Licensor.
  • Licensee hereby accepts such license and agrees that Licensee shall not use the Licensed Assets except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Licensed Assets subject to any limitations set forth herein.
  1. Prohibited Uses

 

  • Trademark and Copyright

✗ Trademark: Licensed Asset may not be used as part of a trademark, service mark, design mark, trade-name, or similar use unless (1) the Licensed Asset is significantly altered and (2) not the predominant element of the End Use. 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 which must be disclaimed in any trademark registration.

✗ Copyright: 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).

  • False Representation

Falsely representing authorship and/or ownership of the Licensed Asset is strictly prohibited.

  • Resale or Sub-Licensing

Resale or Sub-Licensing the Licensed Asset or any modification of it in source file form is strictly prohibited.

Resale or Sub-Licensing of the Licensed Asset or any modification of it in a way that is directly competitive with the original Licensed Asset is strictly prohibited (e.g., as a stock asset or template).

  • Sharing Licensed Assets

Making public or sharing the Licensed Asset in any way that allows others to download, extract, or redistribute Licensed Asset as a standalone file (meaning just the content file itself, separate from the project or end use that is expressly permitted) is strictly prohibited.

  • Illegal Use

Use the Licensed Asset in pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive, or defamatory material, 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), libelous, 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.

 

  1. Ownership of Licensed Assets.

(A) Licensee acknowledges that Licensor is the sole and exclusive owner of the Licensed Assets and of all associated registrations and pending registrations, and Licensee shall do nothing inconsistent with such ownership. Licensee further agrees that it will not claim ownership rights to the Licensed Assets, or any derivative, compilation, sequel or series, or related Licensed Assets owned by or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Licensed Assets other than the right to use the same in accordance with this Agreement.

  1. Mandatory Attribution

4.1 Credits shall be legible and in close proximity to the Licensed Assets and, where applicable, substantially similar in placement and prominence to other credits

4.2 - How to provide credit: “[Licensed asset product type] surface design copyright ANTONIA PIA GORDON®”

 

  1. Termination.

Licensor may terminate this Agreement at any time, in any of the following events:

  • if Licensee breaches any of the terms of this or any other agreement with Licensor, in which case Licensee must immediately: cease using the License Asset; delete or destroy any copies; and, if requested, confirm to Licensor 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 Licensor’s request, Licensee agrees to remove any content from such platform or website.
  • if the Licensee, despite the Licensor's written reminder, shall at any time fail to pay the License Fee or any amounts due and payable to the Licensor as per Clause 6;
  • if the Licensee shall misuse or in any way impair the goodwill associated with any of the Licensed Asset or take any action to contest the validity or ownership thereof;
  • if the Licensee shall purport to affect any assignment of any of the rights or licenses herein granted other than in accordance with the terms hereof;
  • if the Licensee fails to obtain any prior written approval or consent of the Licensor expressly required by this Agreement;
  • if the Licensee discloses or permits or suffers the disclosure of any confidential information contrary to the terms hereof;
  • Upon termination or expiration of the license granted under this Agreement by operation of law or otherwise, all rights (including the right to use the Licensed Assets) privileges and obligations arising from this Agreement shall cease to exist, except for Licensee’s obligation to pay any fees to Licensor pursuant to the terms herein.
  1. Fees.
  • In consideration of the grant of the right to use the Licenses Assets, the Licensee shall pay to the Licensor or such other person as the Licensor may direct a one time license fee calculated as follows:

…….

  • The License Fee should be settled by the Licensee upon checkout along with any related taxes, failing of which, the Licensee shall not be permitted to download the JPEG/ Photoshop file, and Licensor shall have the right to terminate this Agreement with immediate effect.
  • This license fee does not include VAT or any other tax (if applicable), all of which shall be borne by the Licensee.
  • All payments provided in this clause shall be made by the Licensee upfront, payments shall be made in the form requested by the Licensor. The payments shall be made by credit card to the account indicated by the Licensor.
  • In the event of termination or annulment of the Agreement for any reason whatsoever, the license fee paid before such termination or annulment shall remain the property of the Licensor.
  1. Permitted Use of Licensed Assets.

Licensee may use the Licensed Asset only as expressly permitted below:

  • Licensee may create physical end products such as, but not limited to, clothing, cards, invitations, stickers, mugs, stamps, candles, posters, signs, home decor, etc.
  • Licensee may create physical or digital end packaging products used for resale or wholesale such as, but not limited to, boxes, labels, stickers, or containers, etc.
  • Licensee may create digital end products for resale such as static designs, static website elements.
  • Licensee may use the Licensed Asset in digital or print publications such as magazines, cards, invitations, photo albums, and scrap books, e-books or e-publications.
  • Licensee may do combined individual end products or packaging (digital or physical) sales, instances, impressions, or installations (as applicable) that incorporate the Licensed Asset.
  • Licensee shall be entitled to printed advertisement, such as billboards, signage, printed advertisement, etc. for Commercial use in Local markets, National markets, and Global markets. “Local” market means that all display or distribution of these permitted advertisements must be within a 200 km radius within the borders of a single nation/country. “National” market means any distribution or display of advertisements beyond a 200 km radius within a single nation/country. “Global” market means any distribution of display of advertisements in more than one nation/country.
  • Licensee shall be entitled to unlimited Internet advertisements such as advertisements served by Google Ads, Bings Ads, Facebook Ads, LinkedIn Ad, etc. for Commercial use.
  • Licensee is entitled to unlimited number of social media posts or advertisements incorporating the Licensed Asset.
  • Licensee is entitled unlimited lifetime viewers on broadcast and streaming via network, cable, internet, satellite, pay-per-view, video on demand or Streaming of motion picture and audio-visual works, including advertisements through 1 title only.
  • The Licensed Asset may be used in only (1) a website, application, video game (each additional website, application, or video game including (without limitation) successor products, requires a separate license.

 

  1. Indemnification.
  • Licensee shall fully indemnify, defend, and hold harmless Licensor from and against any and all claims, losses, damages, expenses, and liability -- other than those for infringement, including without limitation, suits arising from offering, promoting, advertising, sale, or use by Licensee, or any of its authorized sublicenses, of the Licensed Assets, whether or not such use conforms to standards set by Licensor, provided that such claim, loss, damage, expense, or liability does not arise from the negligence of Licensor.
  • Licensor shall fully indemnify, defend, and hold harmless Licensee from and against any and all claims, losses, damages, expenses and liability, including claims of copyright infringement, arising from Licensee’s authorized use of the Licensed Assets. Licensor does not agree to indemnify Licensee for claims of copyright infringement or trade dress infringement directed to the appearance or design of the packaging and advertising for the Licensed Assets which has been created, or is owned, by Licensee.
  • Licensor has the right, but shall not be obligated, to maintain federal registration of the Licensed Assets. In the event that Licensee becomes aware of any claimed or alleged infringement of the Licensed Assets by a third party, Licensee shall promptly advise Licensor in writing of the nature and extent of such infringement or dilution. Licensor has no obligation to take any action whatsoever in the event that any infringement or dilution occurs with respect to the Licensed Assets, but Licensor shall have the sole right to determine whether any action shall be taken. In the event Licensor sues or takes other action, legal, equitable, administrative, or otherwise, to stop an infringement or dilution of the Licensed Assets, Licensee shall cooperate fully with Licensor, but Licensee shall not be obligated to pay any costs or expenses. Licensee has no right to enforce the Licensed Assets through litigation without prior written authorization of Licensor. In any legal action arising from use, or ownership rights of the Licensed Assets, where both Licensor and Licensee are co-parties, Licensor retains the right to control the litigation, including any and all settlement negotiations.
  1. Assignment.

 

This Agreement (including, without limitation, the license granted hereunder) is personal to Licensee and shall not be assigned or transferred by Licensee, including, without limitation, by operation of law, except that, with prior written approval of Licensor. Any attempt on the part of Licensee to assign, sub-license, or transfer Licensee’s rights under this Agreement except as provided herein shall be invalid and void. Licensor shall have the right to assign its rights and obligations under this Agreement and all its right, title and interest in the Licensed Assets without the consent of Licensee.

 

  1. Validity of Licensed Assets.

 Licensee admits the validity of all copyrights for the Licensed Assets and all associated registrations and acknowledges that any and all rights that might be acquired by Licensee because of its use of the Licensed Assets shall inure to the sole benefit of Licensor, provided that this Clause shall not entitle Licensor to all or any portion of the profits or revenues from Licensee’s permitted uses hereunder, except for the fees described in Clause 6.

 

  1. Notices.

 

     Any notice, demand or request required or permitted to be given under the provisions of this Agreement shall be in writing and delivered personally or by registered or certified mail, return receipt requested, with postage prepaid and addressed to the following persons and addresses, or to such other addresses or persons as any party may request by notice in writing to the other such party. The Parties have agreed to contract electronically, and accordingly, electronic signatures will be given the same effect and weight as originals.

HLP - Huqooq Legal Practice

Badih Moukarzel

 Latifa Tower, East Wing, Floor 22,

 Office 2205, Trade Center First Area

 Sheikh Zayed Road

 Dubai, Dubai

 United Arab Emirates

badih.moukarzel@hlplawfirm.com

 

with a copy to: hello@apgart.com

 

 

Any such notice shall be effective when received.

  1. Arbitration.

All disputes arising from the terms of this Agreement may be subjected to binding arbitration under the arbitration rules and regulations of Dubai International Arbitration Center (DIAC), with one arbitrator selected by DIAC, the arbitration shall be conducted in English language the seat of arbitration shall be in Dubai - UAE. This Agreement shall be governed by and construed in accordance with, the laws of United Arab Emirates.

  1. Independent Business Relationship.

 Licensor and Licensee are independent contractors and are not and shall not be construed as joint ventures, partners, employer/employee, or agents of the other, and neither shall have the power to bind or obligate the other, except as set forth in this Agreement.

  1. Miscellaneous.
  • This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, superseding any and all prior agreements, understandings, negotiations, and discussions. No amendment, alteration, modification, or waiver of this Agreement shall be binding unless evidenced by an instrument in writing signed by the party against whom enforcement thereof is sought.
  • In the event it becomes necessary for either party to file a suit to enforce this Agreement or any provisions contained herein, and either party prevails in such action, then such prevailing party shall be entitled to recover, in addition to all other remedies or damages, reasonable attorney’s fees and court costs incurred in such suit.
  • If any provision of this Agreement, or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provisions to any other persons or circumstances, shall not be affected thereby.

COPYRIGHT LICENSE AGREEMENT COMMERCIAL UNLIMITED

THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into effective as of today, By ticking the buy button (the “Effective Date”), by and between ARTCODE FZ-LLC (the “Licensor”), and you or the entity you represent (the “Licensee”).

 

 

RECITALS:

  • Licensor ARTCODE FZ-LLC (the “Licensor”), owns all proprietary rights in and to numerous copyrightable works, generally described as art work designs and products, all of which are displayed and viewable at APGART.COM (“ANTONIA PIA GORDON®”), or upon request from Licensor, (hereinafter the “Art Work”), and has the exclusive right to license others to produce, copy, make, or sell the Work.
  • Licensor owns all rights in and to the Work and retains all rights to the Work which are not transferred herein, and retains all common law copyrights.
  • Licensee desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Work by Licensee in accordance with the terms and conditions of this Agreement.
  • LICENSED PROPERTY. The licensed property shall be the Print Materials (as defined below), the Merchandise (as defined below) and the Home - Video - Multi - Media Artwork (as defined below) and such other materials containing the key art, logos and other materials created by Licensor for the Picture as mutually approved by the parties (the “Licensed Property”).

(E)        NEW & FUTURE TECHNOLOGIES: WEB3  METAVERSE NFT’S – ONLINE & OFFLINE USE – VIRTUAL GOODS & VIRTUAL SPACES -> ZONE OF EXPANSION – DIGITAL EXPERIENCES – DIGITAL ELEMENTS – HAPTICS & ULTRA HAPTICS – TOUCH FEEL TRY - ON GARMENTS & ACCESSORIES - ROBOTICS

The license extends and includes the use in future technologies, AI, (Artificial Intelligence), VR (Virtual Reality) the Metaverse and beyond.

 

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, as set forth herein, Licensor and Licensee agree as follows:

  1. Grant of License.
  • Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable,  license, for unlimited commercial use, with respect to the digital content (“Licensed Asset”) made available on COM by Licensor and purchased by Licensee. The Licensed Asset shall be in a form of Joint Photographic Experts Group (“JPEG”) file, and layered Photoshop file and Vector format. The Licensee shall be granted the right to use the Licensed Assets for unlimited commercial purposes only, and for no other purpose. Licensee may copy and resell the Licensed Assets in accordance with the terms set forth below, for general advertising materials and point of sale displays, advertising, and other promotional materials for the Licensed Assets. Further, Licensee may use the Licensed Assets in conjunction with an Internet site for the advertisement and sale of the Licensed Assets as described herein, but shall not otherwise advertise or sell internationally without the written permission of Licensor. Any other use shall be made by Licensee only upon the receipt of prior written approval from Licensor.
  • Licensee retains all rights to packaging designs and trade dress, for the promotion, marketing and sale of the Licensed Assets which Licensee develops, creates, purchases or otherwise owns.
  • Licensee shall not grant sub-licenses without the prior written approval of Licensor.
  • Licensee hereby accepts such license and agrees that Licensee shall not use the Licensed Assets except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Licensed Assets subject to any limitations set forth herein.
  1. Prohibited Uses
  • Trademark and Copyright

✗ Trademark: Licensed Asset may not be used as part of a trademark, service mark, design mark, trade-name, or similar use unless (1) the Licensed Asset is significantly altered and (2) not the predominant element of the End Use. 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 which must be disclaimed in any trademark registration.

✗ Copyright: 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).

  • Illegal Use

Use the Licensed Asset in pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive, or defamatory material, 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), libelous, 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.

 

  1. Ownership of Licensed Assets.

(A) Licensee acknowledges that Licensor is the sole and exclusive owner of the Licensed Assets and of all associated registrations and pending registrations, and Licensee shall do nothing inconsistent with such ownership. Licensee further agrees that it will not claim ownership rights to the Licensed Assets, or any derivative, compilation, sequel or series, or related Licensed Assets owned by or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Licensed Assets other than the right to use the same in accordance with this Agreement.

  1. Mandatory Attribution

4.1 Credits shall be legible and in close proximity to the Licensed Assets and, where applicable, substantially similar in placement and prominence to other credits

4.2 - How to provide credit: “[Licensed asset product type] surface design copyright ANTONIA PIA GORDON®”

 

  1. Termination.

Licensor may terminate this Agreement at any time, in any of the following events:

  • if Licensee breaches any of the terms of this or any other agreement with Licensor, in which case Licensee must immediately: cease using the License Asset; delete or destroy any copies; and, if requested, confirm to Licensor 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 Licensor’s request, Licensee agrees to remove any content from such platform or website.
  • if the Licensee, despite the Licensor's written reminder, shall at any time fail to pay the License Fee or any amounts due and payable to the Licensor as per Clause 6;
  • if the Licensee shall misuse or in any way impair the goodwill associated with any of the Licensed Asset or take any action to contest the validity or ownership thereof;
  • if the Licensee shall purport to affect any assignment of any of the rights or licenses herein granted other than in accordance with the terms hereof;
  • if the Licensee fails to obtain any prior written approval or consent of the Licensor expressly required by this Agreement;
  • if the Licensee discloses or permits or suffers the disclosure of any confidential information contrary to the terms hereof;
  • Upon termination or expiration of the license granted under this Agreement by operation of law or otherwise, all rights (including the right to use the Licensed Assets) privileges and obligations arising from this Agreement shall cease to exist, except for Licensee’s obligation to pay any fees to Licensor pursuant to the terms herein.
  1. Fees.
  • In consideration of the grant of the right to use the Licenses Assets, the Licensee shall pay to the Licensor or such other person as the Licensor may direct a one time license fee calculated as follows:

…….

  • The License Fee should be settled by the Licensee upon checkout along with any related taxes, failing of which, the Licensee shall not be permitted to download the JPEG file, the layered Photoshop file, and Vector format and Licensor shall have the right to terminate this Agreement with immediate effect.
  • This license fee does not include VAT or any other tax (if applicable), all of which shall be borne by the Licensee.
  • All payments provided in this clause shall be made by the Licensee upfront, payments shall be made in the form requested by the Licensor. The payments shall be made by credit card to the account indicated by the Licensor.
  • In the event of termination or annulment of the Agreement for any reason whatsoever, the license fee paid before such termination or annulment shall remain the property of the Licensor.
  1. Permitted Use of Licensed Assets.

Licensee may use the Licensed Asset only as expressly permitted below:

  • Licensee may create unlimited physical end products such as, but not limited to, clothing, cards, invitations, stickers, mugs, stamps, candles, posters, signs, home decor, etc.
  • Licensee may create unlimited physical or digital end packaging products used for resale or wholesale such as, but not limited to, boxes, labels, stickers, or containers, etc.
  • Licensee may create unlimited digital end products for resale such as static designs, static website elements.
  • Licensee may use the Licensed Asset in unlimited digital or print publications such as magazines, cards, invitations, photo albums, and scrap books, e-books or e-publications.
  • Licensee may do unlimited combined individual end products or packaging (digital or physical) sales, instances, impressions, or installations (as applicable) that incorporate the Licensed Asset.
  • Licensee shall be entitled to unlimited printed advertisement, such as billboards, signage, printed advertisement, etc. for Commercial use in Local markets, National markets, and Global markets. “Local” market means that all display or distribution of these permitted advertisements must be within a 200 km radius within the borders of a single nation/country. “National” market means any distribution or display of advertisements beyond a 200 km radius within a single nation/country. “Global” market means any distribution of display of advertisements in more than one nation/country.
  • License shall be entitled to unlimited Internet advertisements such as advertisements served by Google Ads, Bings Ads, Facebook Ads, LinkedIn Ad, etc. for Commercial use.
  • License is entitled to unlimited number of impressions of social media posts or advertisements incorporating the Licensed Asset.
  • Licensee is entitled unlimited lifetime viewers on broadcast and streaming via network, cable, internet, satellite, pay-per-view, video on demand or Streaming of motion picture and audio-visual works, including advertisements through 1 title only.
  • The Licensed Asset may be used in a website, application, video game (each additional website, application, or video game including (without limitation) successor products, requires a separate license.

 

 

  1. Indemnification.
  • Licensee shall fully indemnify, defend, and hold harmless Licensor from and against any and all claims, losses, damages, expenses, and liability -- other than those for infringement, including without limitation, suits arising from offering, promoting, advertising, sale, or use by Licensee, or any of its authorized sublicenses, of the Licensed Assets, whether or not such use conforms to standards set by Licensor, provided that such claim, loss, damage, expense, or liability does not arise from the negligence of Licensor.
  • Licensor shall fully indemnify, defend, and hold harmless Licensee from and against any and all claims, losses, damages, expenses and liability, including claims of copyright infringement, arising from Licensee’s authorized use of the Licensed Assets. Licensor does not agree to indemnify Licensee for claims of copyright infringement or trade dress infringement directed to the appearance or design of the packaging and advertising for the Licensed Assets which has been created, or is owned, by Licensee.
  • Licensor has the right, but shall not be obligated, to maintain federal registration of the Licensed Assets. In the event that Licensee becomes aware of any claimed or alleged infringement of the Licensed Assets by a third party, Licensee shall promptly advise Licensor in writing of the nature and extent of such infringement or dilution. Licensor has no obligation to take any action whatsoever in the event that any infringement or dilution occurs with respect to the Licensed Assets, but Licensor shall have the sole right to determine whether any action shall be taken. In the event Licensor sues or takes other action, legal, equitable, administrative, or otherwise, to stop an infringement or dilution of the Licensed Assets, Licensee shall cooperate fully with Licensor, but Licensee shall not be obligated to pay any costs or expenses. Licensee has no right to enforce the Licensed Assets through litigation without prior written authorization of Licensor. In any legal action arising from use, or ownership rights of the Licensed Assets, where both Licensor and Licensee are co-parties, Licensor retains the right to control the litigation, including any and all settlement negotiations.
  1. Assignment.

 

This Agreement (including, without limitation, the license granted hereunder) is personal to Licensee and shall not be assigned or transferred by Licensee, including, without limitation, by operation of law, except that, with prior written approval of Licensor. Any attempt on the part of Licensee to assign, sub-license, or transfer Licensee’s rights under this Agreement except as provided herein shall be invalid and void. Licensor shall have the right to assign its rights and obligations under this Agreement and all its right, title and interest in the Licensed Assets without the consent of Licensee.

 

  1. Validity of Licensed Assets.

 Licensee admits the validity of all copyrights for the Licensed Assets and all associated registrations and acknowledges that any and all rights that might be acquired by Licensee because of its use of the Licensed Assets shall inure to the sole benefit of Licensor, provided that this Clause shall not entitle Licensor to all or any portion of the profits or revenues from Licensee’s permitted uses hereunder, except for the fees described in Clause 6

  1. Notices.

Any notice, demand or request required or permitted to be given under the provisions of this Agreement shall be by e-mail or in writing and delivered personally or by registered or certified mail, international courier, return receipt requested, with postage prepaid and addressed to the following persons and addresses, or to such other addresses or persons as any party may request by notice in writing to the other such party. The Parties have agreed to contract electronically, and accordingly, electronic signatures will be given the same effect and weight as originals.

HLP - Huqooq Legal Practice

Badih Moukarzel

 Latifa Tower, East Wing, Floor 22,

 Office 2205, Trade Center First Area

 Sheikh Zayed Road

 Dubai, Dubai

 United Arab Emirates

            badih.moukarzel@hlplawfirm.com

with a copy to: hello@apgart.com

 

Any such notice shall be effective when received.

  1. Arbitration.

 All disputes arising from the terms of this Agreement may be subjected to binding arbitration under the arbitration rules and regulations of Dubai International Arbitration Center (DIAC), with one arbitrator selected by DIAC, the arbitration shall be conducted in English language the seat of arbitration shall be in Dubai - UAE. This Agreement shall be governed by and construed in accordance with, the laws of United Arab Emirates.

  1. Independent Business Relationship.

Licensor and Licensee are independent contractors and are not and shall not be construed as joint ventures, partners, employer/employee, or agents of the other, and neither shall have the power to bind or obligate the other, except as set forth in this Agreement.

 

  1. Miscellaneous.
  • This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, superseding any and all prior agreements, understandings, negotiations, and discussions. No amendment, alteration, modification, or waiver of this Agreement shall be binding unless evidenced by an instrument in writing signed by the party against whom enforcement thereof is sought.
  • In the event it becomes necessary for either party to file a suit to enforce this Agreement or any provisions contained herein, and either party prevails in such action, then such prevailing party shall be entitled to recover, in addition to all other remedies or damages, reasonable attorney’s fees and court costs incurred in such suit.
  • If any provision of this Agreement, or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provisions to any other persons or circumstances, shall not be affected thereby.