UK Non-exclusive License Agreement
“Your design work is always yours…”
In A Nutshell
You control and retain all copyright and other intellectual property rights of your Design, and you permit Contrado to use it for the purposes of eliciting sales and the production of products to further sales and commissions payable to you. You can terminate your agreement at any point, and our Artist Relations consultant will help you.
Agreement
The following terms of this non-exclusive License Agreement ("Agreement") apply if you create products with Contrado's (Contrado Imaging Limited) design tools and/or post for sale a Design to be displayed and/or offered for sale on websites owned or operated by or for Contrado (the "Site" including mobile). "Design" means all artwork, photographs, sketches, drawings, text, stitch files, digital images, and/or product specifications that you send to Contrado to upload to the Site or on physical or electronic products made by or for Contrado ("Products"). The copyright of your design remains yours, and you permit Contrado to use it for the purposes of eliciting sales and the production of products. Users who upload Designs for Products are referred to as "Sellers". Users who refer purchasers to the Site are referred to as "Associates".
Licenses
By uploading Designs to the Site or creating Designs with Contrado's design tools, you grant the following licenses to Contrado: the non-exclusive, worldwide, transferable, sub-licensable right to use, reproduce, publicly display, sell, and distribute the Design in/on Products and advertising, marketing, samples, and promotional materials for promoting the Site and Products. Without limitation, promotion, marketing, or advertising may consist of: (i) display of your Products; (ii) promotional "streams" of visual/audio Content othe Website, (iii) display of pages from book Products on the Site; (iv) Products or content placement in magazines, television shows, movies, apps, and other media; (v) the sale of Products available on the Site through third party product feeds, whether at retail prices, discounted prices, promotional prices, or prices otherwise determined at the sole discretion of Contrado; and (vi) the sale of Products available on the Site to other retailers, wholesalers, distributors or businesses at pricing as determined by Contrado at its sole discretion.
You also grant us the license and right to modify your Design where necessary to prepare your Design for use in a product category that you select; or for other manufacturing purposes relating to products you prepare on the Site; if you agree ,your Design may be used in such a way. If you select the "customisable" "unlocked" option, you also agree that Contrado and its Customers may make changes to the Design for the purposes of creating and ordering Products for additional customisation (e.g. adding dates or names etc).
You waive your moral rights in relation to all uses of the Design, provided such use is in accordance with the foregoing license.
You may remove your Design from the Site at any time; and if you do, you will retain all copyrights and other intellectual property rights for your Design. Upon the removal of a Design, the licenses above will be terminated, apart from any orders placed prior to the termination, which Contrado will fulfil. Contrado may continue to use your Design for marketing and promotional materials if such materials were created prior to the removal of the Design.
Sales Copy, Tags, Spam, and Descriptions
Contrado, its staff and community work together to keep the Site and services working properly, in a secure manner for the mutual benefit of the community.
When you post a Product for sale, you will be asked to provide information (title, description, tags, categories) about your Design so visitors to the Site can search and find relevant Products. You will make the best efforts to provide accurate, unique, non-misleading information about your Designs and you agree not to submit unrelated information about your Design for any purpose. If Contrado determines that any information is misleading or inaccurate or that it violates the rights of a third party, Contrado, at its discretion, may choose to delete such information or your Design(s) entirely.
There are several key pieces of information about your item that Contrado uses to help shoppers find what they are looking for, including but not limited to product titles, tags, attributes and categories. It is very important to accurately label your items. By providing high-quality, original, and accurate information, you help customers find your Products quickly and easily. Inaccurate information can create a frustrating and unproductive shopping experience, meaning there is less likelihood a sale will be made.
Contrado requires you do not engage in copying and pasting of any content, spamming, script writing, or other unacceptable practices related to posting multiple products for sale.
By accessing and using the Site, you agree to use the Site and conduct your business in a manner that demonstrates common sense and respect for the rights of other sellers, consumers, Contrado, Users, and third parties in accordance to all applicable local and international laws and regulations.
Good Content Focus and Rules
Below are some of the basic rules related to the labelling of your products to encourage a sale:
- Only use original, accurate and relevant terms that describe your design and Product in your listing.
- You may and should use relevant synonyms.
- You must not label a Product with related, but inaccurate words.
- You may not intentionally misspell your products (unless the misspelling is part of the Design).
- You may use a short descriptive phrase as a tag if it accurately describes your item.
- You may not stuff multiple words into a single tag that do not make a descriptive phrase.
- You should only state what the item is, not what the Product may become or potential uses for the Product.
- You may not use words that are derogatory.
- You may not use malicious tags or descriptions.
- You may not use copyrighted material owned by other parties.
- Tags or attributes that are duplicates are not allowed.
- No duplicate or copied and pasted content is allowed.
- Contrado editors will moderate and edit or sub-edit copy as required to maximise sales potential from a technical copywriting perspective.
- You may not set the maturity rating of your Products inaccurately. In other words, if your Product is only appropriate for mature/adult audiences, you must rate it "Rated-R". If it is not appropriate for children, you must rate it "Rated -PG-13". If your Product is appropriate for everyone, please rate it "Rated-G".
If you do not follow the rules set above, Contrado may:
- Delete the Product(s);
- Suspend your Account;
- Terminate your Account and
- Withhold any Earnings from Products that contain inappropriate or inaccurate descriptive information.
How does Contrado enforce these rules?
Contrado may take the following actions to enforce the terms of this Agreement:
- Remedial action by Contrado Editors and Sub-Editors;
- Send a notification informing you of the offending action, behaviour, tag, spam or description and request that you take corrective measuresimmediately;
- Make your Product(s) unavailable;
- Delete your Product(s);
- In the case of repeat offenders, we may, at our sole discretion, withhold payment of your commission/royalties;
- In the case of certain repeat offenders, we will suspend and/or terminate your account.
Additionally, we reserve the right at any time to remove, limit, suspend, terminate our service and User accounts, prohibit access to our Sites and their content, services and tools, delay or remove Content and Products (including websites) from the Site and discontinue our relationship with any Sellers that we view, at our sole discretion, as violating any of the above listed guidelines including but not limited to tags that infringe the intellectual property rights of third parties, unlawful, fraudulent, threatening, libellous, defamatory, obscene, or otherwise objectionable behaviour. Any account posting or hosting objectionable Content or recommending objectionable websites will be subject to account termination. Also, we reserve the right to remove content that we view, at our sole discretion, is primarily intended to promote a Product or service.
Pricing
Contrado determines the general price at which Products are sold on the Site and any affiliated sites. You can see Contrado's standard retail prices on the Contrado web pages; volume discounts may apply. In some cases, you can volunteer to increase the retail price and potentially earn more commission. The actual retail price for Products incorporating your Designs may then vary as will your commission.
Royalty
Contrado will pay you a Royalty for all sales of public Products incorporating your Design ("Royalty"). Contrado's standard Royalty rate is 20% ("Standard Royalty Rate"), which excludes sales tax. The Maximum Royalty Rates are set when you adjust the price to your desired retail price. You have the option of selecting any Royalty rate between the Standard Royalty Rate and Contrado’s set maximum retail price for each of your Designs as incorporated in each Product category ("Your Royalty Rate"). You can change your Product Price/Royalty Rate at any time and the changes that we receive will go into effect as determined by Contrado. If your Royalty Rate is greater than the Standard Royalty Rate, Contrado will change the purchase price to reflect the increased Royalty payable to you.
Your Royalty will be calculated as follows: Your Royalty Rate multiplied by Net Sales of Products incorporating your Design. Net Sales means the purchase price received by Contrado minus any amounts charged for shipping, handling, packaging, insurance, payment transaction handling fees, direct advertising costs, referred sales charges, and sales or similar taxes; refunds, credits, referred sales, and reversals. Referred Sale means a sale that requires Contrado to pay a fee to a third party based on a link from another website, marketing programme and/or advertising initiated by Contrado.
Contrado will also pay you a Royalty at the Standard Royalty Rate for all receipts received by Contrado based on orders for Products incorporating your Design, subject to deductions for returns, credits, and reversals outlined above.
Royalties are only paid on Products that incorporate your Designs. Contrado will not pay Royalties on articles or items that are optional or which by themselves are not essential to the product but when they are added to products that make them more useful, versatile, or attractive ("Accessories"), even when purchased at the same time as a Product that incorporates your Design.
We encourage you to review our guidelines and familiarise yourself with what constitutes Content violation. As noted above, Contrado may withhold Royalty payment due to violation of our Content guidelines and rules.
Ineligible Sales
Contrado will not pay you a Royalty for sales for any Products that incorporate a Design , which violates this Agreement, the Contrado User Agreement or any of your representations below. For example, if Contrado discovers that one of your Designs infringes someone else's copyright or if you do not have the right to use the Design, Contrado reserves the right to reverse all Royalties for such Designs, whether they are due or have already been paid.
Special Programmes
We may make your designs available to some of our partners about certain special programmes and arrangements. In such cases, the "Name your Royalty" feature will not apply. Your participation is voluntary and the terms of the specific programme will be announced at the launch of the programme and such terms will control the programme if you choose to participate.
Payment
For Payments of Earnings, see the Contrado User Agreement.You will be paid 14 days after each sale is delivered as ‘signed for’ by the Customer. Payment will be automated via PayPal. Non-PayPal remittances, for example bank transfers will be combined and paid monthly to your nominated bank account.
Payment Communications
Contrado can notify you of sales made through your Contrado store via email when a customer has made the order. Contrado can also send a remittance notice when your Royalty is ready to be paid (14 days after each sale is delivered as ‘signed for’ by the Customer). Contrado will send, via email, a remittance notice once funds have been transferred to you. If you are VAT registered, you will need to send an invoice to us before we can send the remittance notice. In addition to online sales reports in your Contrado account, Contrado will email a sales report weekly, fortnightly or monthly.
Marketing and Promotions
Contrado may market, promote, and sell Products on the Site, on other websites, and/or through distributors and wholesale or retail channels. Contrado may run promotions (including volume discounts and special sales discounts). Contrado is responsible for the cost of promoting the offer and producing and fulfilling the orders, and you acknowledge that your Royalties will be based on the amount of revenue Contrado receives for the sale of the Products.
Representations
You represent that:
- You are the owner of the Design or that the Design is in the public domain;
- You have the legal right to grant this license to Contrado and to enter this Agreement;
- To your knowledge, no one else claims ownership of or the exclusive rights to the Design;
- The Design does not infringe the privacy, celebrity, moral, or other rights of any third party;
- The Design is not defamatory or obscene;
- The Design does not contain any defamatory, obscene or discriminatory content or any illegal material; and
- Contrado may legally make and sell Products incorporating the Design without infringing upon the rights of any third party and without being obligated to make any payments to, or obtain any permission from, any third party.
Release
If you have a dispute with one or more Users or Sellers, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. The Agreement does not create any rights under the Contract (Rights of Third Parties), which are enforceable by any person who is not a party in this Agreement.
Death or Incapacity
In the event that a member of our Seller community dies or becomes permanently incapacitated, Contrado will take all necessary steps to work with their successors per probate once certification is produced.
User Agreement
This Agreement supplements the Contrado User Agreement, which is incorporated by this reference.
In A Nutshell
You control and retain all copyright and other intellectual property rights of your Design, and you permit Contrado to use the Design for the purposes of eliciting sales and for the production of products to further sales and commissions payable to you. You can terminate whenever you wish.