LICENSE AGREEMENT

  • IMPORTANT NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY. THIS LEGALLY BINDING AGREEMENT IS MADE BETWEEN YOU (“THE LICENSEE”) AND DENES ANNA ESZTER PFA, REGISTERED IN ROMANIA UNDER COMPANY NUMBER CUI 41406660, WITH ITS REGISTERED OFFICE AT NR. 170B, LOC. SALATIG, JUD. SĂLAJ, 457295, ROMANIA (“DENESANNADESIGN”).

  • BY PLACING AN ORDER FOR ANY DESIGN ON SHOP.DENESANNADESIGN.COM, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT TAKES EFFECT IMMEDIATELY UPON COMPLETION OF YOUR PURCHASE.
    IF YOU DO NOT ACCEPT THESE TERMS, YOU ARE NOT PERMITTED TO USE ANY DESIGN AVAILABLE ON THE WEBSITE.

1. DEFINITIONS

“Design” refers to any print, pattern, visual asset, or associated metadata, descriptions, and captions.
“Intellectual Property Rights” refer to all copyrights and related rights, database rights, registered and unregistered design rights, trademarks, service marks, patents, trade secrets, confidential information, know-how, and all similar rights worldwide.
“Licence Fee” means the fee payable for the selected Licensed Design as displayed on the Website.
“Licensed Design” means the Design supplied to you under either the Personal Non-Exclusive License, Commercial Non-Exclusive License, or the Commercial Unlimited Non-Exclusive License.
“Licensed Personal Design” means any Design licensed for personal use under this Agreement.
“Commercial License” means the additional licence option granting extended commercial reproduction rights in exchange for an additional fee.
“Licensed Rights” has the meaning set out in Clause 2.A.
“Personal/Commercial Section” means the section of the Website containing Designs that may be licensed by multiple customers.
“Usage Guidelines” means the rules and restrictions governing your use of the Licensed Design.
“Website” means shop.denesannadesign.com.

2. GRANT OF LICENCE

2.A Upon payment of the Licence Fee, DenesAnnaDesign grants you a non-exclusive, worldwide licence to use the Licensed Personal/Commercial Design for the duration specified at purchase (either 3 years or unlimited) and thereafter for the full term of copyright protection, including any extensions, renewals, or reinstatements.
This licence is granted strictly in accordance with the Usage Guidelines and permits you to use the Licensed Design alone, incorporated into other works, or in combination with other content, in all media formats currently known or developed in the future (the “Licensed Rights”).

A Commercial License, if purchased, grants additional rights to create Items for Resale, including but not limited to clothing, textiles, home décor, stationery, posters, accessories, printed merchandise, and products for sale, including reproduction without quantity limits.

2.B You agree not to use the Licensed Design in any way that competes with, harms, or is likely to damage the commercial interests of DenesAnnaDesign.

2.C Prohibited Uses and Platforms: The Licensee is expressly prohibited from uploading, displaying, or selling the Licensed Designs on any third-party Print-on-Demand (POD) or drop-shipping marketplace. This includes, but is not limited to, platforms such as Spoonflower, Printful, Redbubble, Printify, Zazzle, Society6, Amazon Merch on Demand, or any similar service where the manufacturing and fulfillment are handled by a third party. The Licensee may only use the designs for the production of physical goods that the Licensee manufactures themselves or through a direct private contract manufacturer, provided the Licensee maintains direct control over the inventory and fulfillment process. Any violation of this clause shall result in the immediate and automatic termination of this License.

3. INTELLECTUAL PROPERTY RIGHTS

3.A You acknowledge that this Agreement grants you a licence only, and you acquire no ownership of any Intellectual Property Rights in the Licensed Design. All such rights remain the exclusive property of DenesAnnaDesign.

3.B You shall immediately notify DenesAnnaDesign in writing if you become aware of:
a) any actual or suspected infringement of the Licensed Design;
b) any claim that the Licensed Design infringes third-party rights;
c) any challenge or attack relating to the Intellectual Property Rights of the Licensed Design.

3.C Regarding any matter described in Clause 3.B:
a) DenesAnnaDesign shall decide, at its sole discretion, what action (if any) to take;
b) DenesAnnaDesign shall have exclusive control of all proceedings;
c) You shall not make admissions except to DenesAnnaDesign and shall provide reasonable assistance if requested;
d) DenesAnnaDesign shall bear the costs of proceedings and may retain any sums recovered.

4. DENESANNADESIGN’S UNDERTAKINGS

DenesAnnaDesign warrants that:
a) DenesAnnaDesign is the sole creator and owner of the Designs. It has full authority to enter into this Agreement;
b) To its reasonable knowledge, the Licensed Design does not infringe any third-party Intellectual Property Rights and contains no unlawful, defamatory, or offensive material;
c) It is not aware of any third-party claims alleging infringement at the date of this Agreement.

5. YOUR UNDERTAKINGS

You warrant that:

a) You will not use the Licensed Design in any manner that is unlawful, defamatory, obscene, violates privacy, or infringes third-party rights;
b) Licensee shall not modify, adapt, or create derivative works of the Designs except for colour change.

c)Licensee shall not resell or distribute the raw digital files of the Designs.

d) The Licensee is strictly prohibited from uploading or selling the Licensed Designs on any print-on-demand or dropshipping platforms, including but not limited to Spoonflower and Printful.

e)You will obtain all necessary permissions required for your use of the Licensed Design;
f) You have full capacity and authority to enter into this Agreement.

6. PRICING AND PAYMENT

a) The Licence Fee is the price displayed on the Website at the time of purchase.
b) Payment must be made immediately using the methods provided on the Website. Upon payment approval, the Licensed Design becomes available for download.

7. LIMITATION OF LIABILITY

7.A The Licensed Design is not created to meet your specific technical, commercial, or artistic needs. You are solely responsible for ensuring that the Design is suitable before purchase.

7.B DenesAnnaDesign takes reasonable steps to avoid malware, but does not guarantee that the files are virus-free. You should scan all files before use.

7.C To the maximum extent permitted under applicable EU law, DenesAnnaDesign shall not be liable for any direct, indirect, incidental, economic, or consequential loss arising from your use of the Licensed Design.
Buyers are strongly advised to review all design files before production. DenesAnnaDesign is not liable for printing, manufacturing, or production errors or costs arising from file discrepancies.

7.D Nothing in this Agreement limits liability where such limitation is prohibited under EU law, including liability for:

  • death or personal injury caused by negligence;

  • fraud or fraudulent misrepresentation;

  • mandatory consumer protection rights under applicable EU consumer law.

8. INDEMNITY

You shall indemnify and hold DenesAnnaDesign harmless against all losses, damages, liabilities, and expenses arising from:

  • your breach of this Agreement,

  • your failure to comply with the Usage Guidelines,

  • your unlawful or unauthorised use of the Licensed Design, or

  • third-party claims resulting from your use of the Licensed Design.

9. TERMINATION

a) Either party may terminate this Agreement immediately if the other party commits a breach that is incapable of remedy or fails to remedy a breach within 30 days of written notice.
b) Upon termination, all rights granted to you under this Agreement immediately cease.

10. MISCELLANEOUS

a) DenesAnnaDesign may assign or license its rights under this Agreement to any third party without notice to you. You may not assign or sublicense your rights.
b) You confirm you are entering this Agreement on your own behalf.
c) Notices may be served by email.
d) If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary or severed, without affecting the remainder of the Agreement.
e) This Agreement constitutes the entire agreement between the parties.
f) DenesAnnaDesign may enforce the terms of this Agreement against you.

e) Governing Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of the European Union and the laws of Romania, without regard to conflict-of-law principles.
All disputes shall be submitted to the exclusive jurisdiction of the competent courts of Romania.