Licence Terms

RFH LICENCE AGREEMENT

LAST UPDATED: May 2023

This is a licence agreement between you/your business (‘Licensee’) and StudioRFH (‘RFH’/’Licensor’) that explains how you can use our print designs (‘Designs’) that you licence from RFH. By purchasing and downloading Designs from RFH you accept the terms of this agreement.

Key Definitions

• ‘RFH’ means website (studiorfh.com) and/or the StudioRFH brand/company

• ‘Design’ means a print, pattern, file, all metadata, or apparel graphic and keywords, descriptions and captions associated with that design

• ‘Usage/Use of Licensed Material’ means: for the purpose of printing fabric for apparel marketed by Licensee and for the promotion/marketing of Licensee’s products.

Exclusive Usage Rights

RFH only offers exclusive usage rights on our purchased designs.

You have exclusive rights to use the designs and RFH can not licence the same designs to other customers. Once our design has been sold once, it won’t be available for other customers to buy.

How can I use licensed Designs? The main usage of RFH’s Designs is for printing, illustrating fabric for apparel marketed by licensees. Any other type of usage should be requested separately by sending an email to: info@studiorfh.com

Perpetual, meaning there is no expiry or end date on your rights to use the content. Worldwide, meaning content can be used in any geographic territory. Unlimited, meaning content can be used an unlimited number of times for one brand only.

You may use licensed content in any way consistent with the usage rights described above and not restricted (see Restricted Uses below).

Restricted Uses:

No Standalone File Use. You may not use Designs in any way that allows others to download, extract or redistribute Designs as a standalone file.

No False Representation of Authorship. You may not falsely represent that you are the original creator of a work that is made up largely of licensed design(s).

No ‘On Demand’ Products. you may not use Designs in connection with “on-demand” products (e.g. postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items) 

No Electronic Templates. You may not use content in electronic or digital templates intended for resale or other distribution 

No Machine Learning, AI, NTF, or Biometric Technology Use. 

Who, besides me, can use the licensed content? The rights granted to you/Your Company/Your Brand are non-transferable and non-sublicensable, meaning that you cannot transfer or sublicense them to anyone else.  If you are purchasing on behalf of your employer or client, then your employer or client can use the Designs only. In that case, you represent and warrant that you have full legal authority to bind your employer or client to the terms of this agreement. 

Subcontractors. You may allow subcontractors (for example, your fabric printer) to use Designs  in any production process related to your final project or end use. These subcontractors must agree to be bound by the terms of this agreement and may not use the Designs for any other purpose.

RFH User Accounts

RFH is accessible for professional buyers only and new user accounts will be approved and confirmed by email after registering. You will be responsible for tracking all activity for your RFH user account, and you agree to: (a) not share your login details or let anyone else use your account (b) maintain the security of your password and username; (c) notify RFH immediately of any unauthorised use or other breach of security; and (d) accept all responsibility for activity that occurs under your user account. 

RFH reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If RFH determines that you are in breach of this or any other term of this agreement, it may suspend access to your account and seek further legal remedies.

Intellectual Property Rights.

All Intellectual Property Rights of the licensed Designs are owned by either RFH or its Design suppliers.

The licensee shall immediately notify the licensor per email (info@studiorfh.com), giving full particulars, in the event any of the following matters come to the licensee’s attention: Any actual, suspected, claimed or charged infringement of the intellectual property rights in the licensed design or that of any third party. 

The licensor shall, at its absolute discretion, decide what action to take, if any; and shall have exclusive control over, and conduct of, all claims and proceedings; the licensee shall not make any admissions other than to the licensor and shall provide the licensor with all assistance that it may reasonably require in the conduct of any claims or proceedings; 

The licensor (RFH) undertakings

Authority: The licensor warrants and undertakes that it has full authority to enter into the terms of this agreement.

Non-Infringement: To the licensor's reasonable knowledge and belief, the licensed design does not incorporate any material that infringes the intellectual property rights or any other rights of any third party. The licensor further undertakes that it shall not, to its reasonable knowledge or belief, place any person in contempt of court or in breach of any provision of any statute.

Exclusive Rights: The intellectual property rights in the licensed exclusive design have not, to the licensor's reasonable knowledge and belief, been licensed to any third party prior to submission of the licensed exclusive design to the website.

Non-Infringement Claims: The licensor represents that, as of the date of this agreement, it is not aware of any claim by any third party that the licensed design or any pre-existing material incorporating the licensed design or included within the licensed design, or the exploitation of the licensed design by either party, has infringed or will infringe any rights of any third party.

Licensee's (Your) Undertakings 

Authority: The licensee warrants and undertakes that it has full authority to enter into this agreement.

Use of Licensed Rights: The licensee shall not exercise the licensed rights in any way that is or renders the licensed design obscene, defamatory, violent, racist, sexist, or that makes political or religious statements. Furthermore, the licensee shall not use the licensed rights in a manner that breaches the privacy or any other rights of a third party or violates any applicable law anywhere in the world. Any violation of this provision shall constitute a material breach that is incapable of remedy, and the licensor may terminate this agreement immediately.

Credit to Licensor: The licensee shall be obliged to provide credit to the licensor if and when applicable, such as in media publications. The credit shall be provided as follows: ©print design: StudioRFH.

Pricing, Payment And Delivery.

The licensee shall pay a licence fee in accordance with what is displayed on the website when entering into this agreement with the methods of payment set out on the website and, upon authorisation of such payment, the licensed design shall be made available with a download button on the payment confirmation page as well as be sent per email to the licensee with a download link to the file.

The licensed design will be delivered in layered Adobe Photoshop format, unless described otherwise on the website product specifications and be sent to the licensee immediately after receipt of the licence fee. However the licensor reserves the right to send the licensed design within 48 (business) hours from receipt of the licence fee.

Once the licensee has downloaded the digital file, the licensor does not accept cancellation of the purchase or refund the licence fee. 

Termination/Cancellation/Withdrawal.

RFH may terminate this agreement at any time if you breach any of the terms of this or any other agreement with RFH, in which case you must immediately: cease using the Designs; delete or destroy any copies; cease selling printed textiles/apparel and remove from website or social media; and, if requested, confirm to RFH in writing that you have complied with these requirements.

The licensor may terminate this agreement immediately if the licensee becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. In the event of termination of this agreement, all rights granted pursuant to this agreement shall cease and the licensor may reuse or resell the licensed design.

Refunds/Cancellation.

All requests for refunds/cancellations must be made per email (info@studiorfh.com) or using the contact form on the RFH website. Provided that the request is made within 30 days and the licensed Designs have not been used, RFH may consider cancelling the relevant order and issue a refund to your account or credit card. 

No credits or refunds are available for cancellation requests received more than 30 days from your receipt of Designs. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.

Designs Withdrawal. 

RFH may discontinue licensing any Designs  at any time in its sole discretion. Upon notice from RFH, or upon your knowledge, that any Designs may be subject to a claim of infringement of a third party’s right, RFH may require you to immediately, and at your own expense: cease using the Designs, delete or destroy any copies—including printed textiles/apparel— and ensure that your clients, printers etc do likewise. RFH will provide you with replacement Designs from their site free of charge, subject to the other terms of this agreement.

Indemnification and Limitation of Liability.

The licensee hereby agrees to indemnify and hold StudioRFH, its officers, directors, employees, and agents harmless from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with any infringement or alleged infringement of any third-party intellectual property rights resulting from the use of the Designs provided by StudioRFH to the licensee.

Furthermore, StudioRFH shall not be held liable for any consequential, indirect, or incidental damages, including but not limited to, lost profits, loss of revenue, or any other economic loss, arising from any claims or actions brought against the licensee or any third party for the use of the Designs, including the production cost or cost of unsold goods/garments. The licensee acknowledges and agrees that it is solely responsible for any such damages or losses and shall indemnify and hold StudioRFH harmless from any such damages or losses.

The licensee agrees to notify StudioRFH immediately of any claim or potential claim by a third party related to the Designs and shall cooperate with StudioRFH in the defence of any such claim.

This indemnification and limitation of liability clause shall survive the termination of this agreement and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Warranty Disclaimers

RFH does not grant any right or make any warranty with regard to the likeness of their designs to any third party designs. 

The Designs are provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. RFH does not represent or warrant that the Designs or its websites will meet your requirements or that use of the Design or websites will be uninterrupted or error free.

Colours may differ slightly when printing depending on the licensee's computer monitor settings, and the licensor makes no warranties or representations in relation thereto.

Images that illustrate how the licensee can apply the licensed design are purely for information purposes and are provided as examples. The licensor makes no warranties or representations in relation thereto.

While the licensor makes all reasonable attempts to exclude computer viruses from the licensed design, it cannot ensure such exclusion, and no liability is accepted for computer viruses.

 

General Provisions.

Assignment.
This agreement is personal to you/your company/your brand and is not assignable by you without RFH’ prior consent per email. RFH may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.

Governing Law/Arbitration.
This agreement will be governed by English law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under i

Severability.
If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.

Waiver.
No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.

Entire Agreement.
No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by RFH and accepted by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.

Notice.
All notices required to be sent to RFH under this agreement should be sent via email to info@studiorfh.com. All notices to you will be sent via email to the email set out in your account.

Taxes. (VAT)
You agree to pay and be responsible for any and all sales taxes, use taxes, value-added taxes, withholding taxes and duties imposed by any jurisdiction as a result of the licence granted to you, or of your use of the licensed content. 

Interest on Overdue Invoices.
If you fail to pay an invoice in full within the time specified, RFH may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

Shipping/Delivery
The Licensed Design will be sent by email as a digital file, compatible with Adobe Photoshop unless described otherwise on the website. For the avoidance of doubt, the file will only contain the Licensed Design, and not include any presentation files, such as mock-ups and other forms of presentation used on the Website to show the design.