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License Agreement Version 5.3
DecoNetwork User’s License
This agreement is made on-line on the Date of Acceptance between Us, DecoNetwork Pty Ltd and You , the party described in the completed particulars You have supplied on either Our “online signup" Website page or Our Selling Agents “sign-up” Website page.
The consideration for this License is the Subscription Fee applicable to the Plan and options chosen by You and other payments to be made to Us for Use of DecoNetwork and DecoNetwork Services.
In this License (and in Our Website to the extent it is referred to in this License) the highlighted words have the meanings respectively set out in the Appendix where the context permits.
4. Formation of License and Your acceptance
4.1 This License was entered into on-line on the Date of Acceptance when you completed the details relating to Yourself on either the “sign-up page” of Our Website or Our Selling Agent’s “sign-up” Website and made the initial payment for Your chosen Plan and You accepted Our offer of a License when You clicked the "Continue" button on the relevant Website. You were then subscribed by Us and granted the right to Use DecoNetwork in accordance with this License.
4.2 It is a condition of the grant of the License that You establish Your Bank Account as provided in the "Account Details" on the relevant website and, by so doing, You give authority to Us to withdraw from it all amounts becoming due to Us under this License.
4.3 You agree unconditionally not to repudiate nor dispute nor seek a refund of any amount paid to us by Your credit card provider. If any dispute arises You must only use the provisions of clause 18 “Disputes and Governing Law “of this License.
5. Grant of License
Subject to the terms of this License We hereby grant to You a non-exclusive License in common with others to-
6. Payment for Plans, Options and DecoNetwork Services
6.1 You must pay to Us the charges for the Plan, Options and DecoNetwork Services chosen by You from the Pricing Terms as and when they become due in the currency of the country where Your Fulfilment Centre is located.
6.2 You irrevocably authorize Us to draw on Your Bank Account for all monies becoming due to Us as charged in Our monthly billings to You which will show all details of Your activity under the License.
6.4 You may change the Plan, Options or DecoNetwork Services You have chosen at any time, even before Your current Plan has expired, in which case The Review Date will remain the anniversary of the original Date of Acceptance. Fees applicable to the new services apply from the date You choose them.
6.5 Upon the grant of this License the first payment due by You shall be taken from the Bank Account to cover connection costs and is in no circumstances refundable.
7. Conditions of Use of DecoNetwork
7.1 You acknowledge that We provide DecoNetwork on an "as is" and "as available" basis. Nothing in this License shall, nor may be construed as, a representation, promise or warranty by Us that the functionality or operation of DecoNetwork will be uninterrupted or free of errors and inaccuracies, meet Your, Your Affiliates or Customers requirements or expectations or operate in the configuration or with the hardware or software Used .
7.2 You further acknowledge that DecoNetwork may contain Copyright or trademarked products that are the subject of agreements between Us and their owners. Your Use of DecoNetwork is at all times subject to the terms for the use of such material including substitute material contained in the Copyright License.
7.3 You further acknowledge and agree that DecoNetwork (as with technology generally) may have errors (or "bugs") and may encounter unexpected problems. Accordingly, You may experience downtime and errors in the Use and operation of DecoNetwork. You are expected to put in place (and advise Your Affiliates and Customers to put in place) reasonable procedures and processes to minimize any inconvenience and any adverse impact of any downtime or error.
7.4 We do not control the flow of data and information through the internet, and the flow depends on the performance of persons and entities whose actions or inactions may produce situations in which connections to the internet (or portions thereof) are impaired or disrupted and therefore We cannot be held responsible or liable for malfunction of Your internet connection.
7.5 We do not warrant that any media, Catalogue, Catalogues data, information or other content provided in DecoNetwork is complete or accurate.
7.6 You grant to us the right to enter Your website used for the operation of DecoNetwork and where applicable Your Affiliates’ Website for the purposes only of ensuring compliance with the terms of this License and to provide any DecoNetwork Services.
7.7 Any taxes that You may be subject to as a result of Using DecoNetwork are Your responsibility to discharge in accordance with any laws that are applicable in the jurisdiction that You may be operating from or into.
7.8 Personal Data collected as a result of using DecoNetwork must not be used in any manner that contravenes any laws applicable to the use of personal data in the countries where that data originates and/or where the Licensee and/or any associated affiliate, resides
8. Term, renewal and termination of this License.
8.1 Subject to clauses 8.3 and 14.2 the Term of this Agreement shall commence on the Date of Acceptance and conclude on the first Review Date provided that-
then, the License shall be deemed to have been renewed until the next Review Date.
8.2 Any renewal shall be upon the terms of Our then current License for DecoNetwork and the applicable Pricing Terms then current as they appear on Our Website.
8.3 Subject to clause 8.2 this License may be terminated by either party giving 30 days notice. If You intend to terminate You must do so by logging into your DecoNetwork website and browsing to Manage Fulfilment > Account > Cancellation Request and following the instructions provided.
8.4 We may, in Our absolute discretion, terminate this License immediately if You -
In any of these cases no refund of Subscription fee will be payable to You or any person claiming under or through You and any debts incurred by You to Us from Your Use of DecoNetwork will remain valid and payable and in no way be affected.
8.5 If this License is terminate for any reason, We shall disconnect You and Your Affiliates from and deny them access to DecoNetwork and any DecoNetwork Services , and in addition, We-
9.1 During the Term of this License, We will make available to You and Your employees and Affiliates such information and reasonable limited support in the use of DecoNetwork as We consider necessary to enable You to establish your website and operate Your Fulfilment Centre and Your Affiliate’s stores efficiently.
9.2 It is Your responsibility to engage technically competent persons to operate Your business who are receptive to the technical training and information provided and can adequately communicate on Your behalf with Us in relation to all aspects flowing from the grant of this License.
10. Intellectual Property Rights
10.1 Ownership of all Intellectual Property Rights in DecoNetwork (whether or not incorporated within it) remain with the present owners and do not become Your property or that of any person claiming through You. This License does not grant any other right title or interest in or to any property rights of the owner.
10.2 You must ensure that, where required by Us, any website using DecoNetwork, including any Affiliate Store, carries the logos of DecoNetwork in proximity to the words "Powered by DecoNetwork” in the form We provided to You. The copyright in the logos which are registered trademarks remains with the owner.
10.3 Ownership of Your Intellectual Property Rights in connection with the exercise of Your rights under this License and operation of Your business remain with You.
10.4 With the exception of copyright material, You hereby grant to Us the unfettered right to Use all and any of Your Intellectual Property to any business process or methodology that is created as a result of using DecoNetwork or in aid of further developing DecoNetwork which grant extends to authorizing its use by any other Licensee of DecoNetwork.
10.5 If You and Your Affiliates use images and designs from the Decoration Libraries, You and Your Affiliates must only do so strictly in accordance with the term s and conditions of the Copyright License.
10.6 Catalogues provided by DecoNetwork contain information and structure that is Our intellectual property. In exercising your usage rights under this License, You may only use or copy Catalogues provided by Us for use within DecoNetwork. Any Use of catalogues other then as part of DecoNetwork is strictly forbidden and will constitute a breach of the terms of this License.
11.1 Neither You nor We shall, without the prior written approval of the other, disclose the other’s Confidential Information.
11.2 Neither You nor We shall be in breach of this clause in circumstances where it is legally compelling to disclose the other’s Confidential Information.
11.3 You and We must take all reasonable steps to ensure that Our respective employees, agents and any sub-contractors engaged for the purposes of this License do not make public or disclose the other’s Confidential Information.
11.4 You must not develop nor assist nor abet any software developer or service provider to develop a competitive service to DecoNetwork during the term of this License nor for a period of six months after its termination. For the sake of clarity and notwithstanding anything herein to the contrary, nothing herein prohibits You from creating Your own online custom decoration system which includes functionality allowing Your customers to order customized products directly from You. That functionality cannot be offered to third parties for commercial purposes.
11.5 The provisions of clauses 10 and 11 survive any termination of this License.
12. Engaging Affiliates
12.1 Should You subscribe to a Plan that enables You to engage Affiliates, You may at any time and from time to time during the Term enter into an Affiliate's Agreement giving authorization to a person of good repute to access DecoNetwork and establish a Website ( Affiliate's Store ) at which Customers may place Orders for delivery from Your Fulfilment Centre . DecoNetwork contains procedures for completing an Affiliate’s Agreement that must be entered into before the Affiliate can be permitted to use the Affiliate Store section of DecoNetwork. The terms of the Affiliate’s Agreement may not be varied without Our prior consent. An Affiliate’s authorization stems from Your rights under this agreement only.
12.2 You must indemnify Us against any liability arising out of the actions of all and any of Your Affiliates through use, misuse or abuse of DecoNetwork and from any claims made by a Customer or other person against them resulting from any dealings with or actions, defaults or failures of Your Affiliate .
13. Your Responsibilities.
Throughout the term You shall at Your own cost be responsible for -
14. Restrictions on You in using DecoNetwork
14.1 Throughout the term You must not, and You must not assist nor procure others including any Affiliate or Customer to
14.2 Any breach of this clause or suspected wrongful interference with the operation of DecoNetwork by You, Your employees or agents or Your Affiliates entitles Us, in our absolute discretion, to terminate this License forthwith or to suspend its operation pending further enquiries without incurring any liability to You or any person claiming through You provided that any dispute arising between You and Us relating to this Clause 14 must first be attempted to be resolved in accordance the provisions of clause 18.3.
15. Exclusion of Liability.
In no event shall We be liable to You, an Affiliate, Customer nor to any person claiming through You or them in connection with this License including in respect of the use of (or failure or performance of) DecoNetwork and/or in respect any goods and/or services, for malfunctions, failures, defects, acts or omissions or any other default or liability caused directly or indirectly by-
whether such liability is asserted on the basis of common or civil law or in equity, pursuant to any statute, contract, or in tort (including negligence or strict liability) or otherwise and notwithstanding that We have been advised of the possibility of any particular loss or damage.
16.1 You must indemnify and release Us unconditionally without set-off or adjustment, against and from
16.2 Without limiting clause 16.1, because We do not and cannot control their actions, in the event that You have a dispute with an Affiliate or Customer, You must indemnify and hereby unconditionally release Us without set off or adjustment, from and against any liability, loss, cost, expense or damage, including all legal fees, arising from or relating to, or in any way connected with, such dispute.
17. Assignment and Novation.
The benefit of this License shall not be assigned nor novated by You without Our written consent, which may be subject to such reasonable conditions as We choose to impose.
18. Disputes and Governing Law.
18.1 You acknowledge that any payment made to Us from Your Bank Account or in any other manner cannot be stopped, revoked or denied by You for any reason. The following provisions apply in relation to unpaid billings-
18.2 If You dispute or request relief or adjustment in respect of any payment made to Us or Our billings, You must follow the procedure prescribed in this clause 18.
18.3 If any dispute arises between Us concerning this License, You and We must firstly attempt to resolve it by negotiation in good faith and if We cannot reach a settlement the dispute shall be submitted to arbitration in accordance with the Rules of Commercial Arbitrations for the time being of a recognized arbitration organization of Australia. During such arbitration, both parties may be legally represented. This service is not free and each party must bear its own costs.
18.4 Prior to referring a dispute to arbitration pursuant to clause 18.3, You and We must -
18.5 Notwithstanding any other provision in this License, if any dispute arises concerning the use of any copyright design or Our Intellectual Property, We may at Our option disconnect You from the service without notice to You and We shall not be obliged to restore Your connection until the issue has been resolved to Our satisfaction
18.6 Nothing in this clause shall prevent Your or Our seeking urgent equitable or other relief before an appropriate court.
18.7 This License shall be construed and enforced in accordance with the laws of Queensland, Australia
19.1 Notices and other communications required to be given under this License may be delivered by email, facsimile, hand or by registered mail to the party for whom they are intended at the last known address of that party.
19.2 Notices will be deemed to be received:
19.3 Your address and contact details are as You have shown it in the information You have supplied on Our Website when completing this License. You must advise Us of any changes in any part of Your address or contact details.
19.4 Our contact details are-
DecoNetwork Pty Ltd
Unit 1A 33 Hutchinson Street Burleigh Heads, Queensland Australia 4220
Appendix – Definitions
(See Clause 3)
Affiliate(s) means a person(s) who has entered into an Affiliates Agreement with You as authorized by this License
Affiliate's Agreement means an agreement in the form included in DecoNetwork entered into by You and an Affiliate authorizing the Affiliate to Use DecoNetwork through You
Affiliate Store means a Website operated by an Affiliate where his or her Customers may use DecoNetwork to design and order products
AUD means Australia Currency: Australian Dollars
CAD means Canadian Currency: Canadian Dollars.
Catalogue(s) means the data, information and IP provided as catalogues of the stock of various suppliers accessible through DecoNetwork to enable ordering for application thereto of printed, embroidered and otherwise visualized and non-visualized items
Confidential information includes, but is not limited to, any and all technical and non-technical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of each of the parties, and includes, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, and marketing plans and information, customer information, personal data, in each case whether disclosed verbally, or in written, graphic or electronic form, or any other form or medium, which is either explicitly marked or noted at the time of disclosure as confidential or which a reasonable party would deem to be non-public information and confidential, which may be exchanged between the parties in pursuance of the purpose or otherwise.
Copyright License means the grant of license to You by Us in Schedule A authorizing You to use certain materials made available through DecoNetwork
Copyright means the exclusive proprietary right of an author of an original work for a certain time period in relation to that work, including its publication, distribution and adaptation
Customer means anyone who purchases any item from You or Your Affiliate
Data is information collected by DN in the operation of the DecoNetwork.
Date of Acceptance is the date You agree to the terms and conditions of this License by clicking the "CONTINUE" button on the Website or the Selling Agent’s Website to complete the online sign-up process
Day of Acceptance is the same numerical day in a month as the initial Date of Acceptance.
DecoNetwork Services are the supplementary or additional services available from time to time that are additional to DecoNetwork.
Decoration Libraries means the collections of images and designs made available under license to Us by their respective copyright owners that are available for Your use under the Copyright License.
EUR means the European currency Euro.
Fulfilment Centre is Your place of business where You conduct the processes of fulfilling Your Customers orders for goods that they have ordered, purchased, or requested through Your website, or an Affiliate Store.
GBP means the United Kingdom Currency- Pounds Sterling.
Intellectual Property Rights (and IP ) means all industrial, commercial and intellectual property rights (including equivalent, neighbouring or proximate rights anywhere in the world that currently exist or are recognized in the future);
JPY means the Japanese Currency- Yen
License means this license to use DecoNetwork
Order(s) means a valid purchase order submitted by a Customer via Your website or Your Affiliate’s Store for products and/or services
Options means the various functionalities in the “sign-up” page of our website that may be selected in a Plan
Our Website means www.deconetwork.com
Personal Data means data collected by DecoNetwork or licensees or affiliates of licensees using the DecoNetwork service and is bound by the privacy statement.
Plan means a plan for use of DecoNetwork and further described in the Pricing Terms
Pricing Terms means the charges which apply from time to time for Plans and DecoNetwork Services described under that heading on Our Website for usage of licensed services that are charged by Us and payable by You,;
Privacy Statement means the Privacy statement that is shown on the www.decoNetwork.com site.
Review Date means the anniversary of the Date of Acceptance or the anniversary of the previous Review Date;
Royalties means charges payable to Us by You for Your optional use of images and designs in the Decoration Libraries and of other assets that are available in DecoNetwork under royalty licenses We have arranged with their owners
Royalty Free means in relation to Your usage of images and designs in the Decoration Libraries and other assets that are available in DecoNetwork without cost to Us and their usage does not incur Royalties
Selling Agent means an entity authorised by Us to offer licenses to use DecoNetwork through the selling Agents own Website
Subscription Fee means the fee paid to Us by You for Your continued right to use DecoNetwork under this License.
Term means the term of this License
Third Party means any entity other than You or Us
We, Our or Us mean DecoNetwork Pty Ltd ABN 15123144052 and its successors
You and Your mean the entity to whom this license is granted (including corporations) and his, her or its successors and permitted assigns
Your Bank Account means the bank account, credit card or PayPal account referred to in clause 4.2
Where the context permits, references to a person include any legal entity, references to one gender include both genders and reference to the singular includes the plural
Decoration Library License / Copyright Notice
DecoNetwork grants to you a non-exclusive license to use in common with others the images and designs ("Design") available in the Decoration Libraries.
Use of Designs: You may use the Designs to decorate any item and create garments, murals, logos, by affixing, embroidering or printing a Design upon any goods. You may resell these decorated items.
Limited number of applications: Designs can be used on any item of clothing, and or any other goods that You can affix them to or embed them in in accordance with the terms of this License. You may use the Designs only for the limited number of times required in an Order placed by a Customer. Royalties must be included in Your charge to the Customer and are automatically deducted by Us from Your Bank Account. (See clause 6)
No resale: You may not resell or redistribute any image of a Design in digital or paper format for sale unless applied to goods sold through Your Fulfilment Centre Using DecoNetwork.
No contrary use: You must not use the Designs in a way which is contrary to their intended use. For example, an embroidery Design may only be applied to goods in an embroidered format and a print Design may only be applied to goods in a printed format.
All Designs provided with DecoNetwork are protected by the law of copyright. All Designs in the Decoration Libraries are licensed, owned and/or registered by Us and are to be used only by You, Your Affiliates and Customers.
By downloading or using any Design, You agree that the copyright in the Design is licensed, owned and/or registered to or by Us.
The copyright in each Design protects You and Us. Each Design You obtain from the Decoration Libraries is licensed for Your Use only for the number of times selected by You, Your Affiliates and Customers in their Orders. This means You may produce and sell embroidered and, printed items, or howsoever the Design is reproduced on goods. You are allowed to modify and adjust the Designs to fit the exigencies of Orders. You cannot sell, trade, copy, loan, transfer or in any way duplicate any Design in part or whole without violating copyright law. As most other reputable embroidery design companies presently do, We will prosecute those who break these laws.
Under copyright laws, the Designs may not be digitally copied or photocopied, in whole or in part, without Our written consent, except to make a backup copy. This exception does not allow copies to be made for persons other than Customers, whether sold or not. Under the law, copying includes translating into other languages or formats.
By using any Design, You accept all risks, which may arise from the downloading of the files, including but not limited to errors in transmission or corruption of existing data or software. If a Design file download cannot be achieved, We will on request, provide You a private download link or send You the design file via e-mail.
We do not guarantee the quality of downloaded files nor provide any warranties whatsoever implied or expressed and, without limitation, we are not liable in damages for loss of profits or business, data, goodwill, computer failure, or any other commercial losses or damages.
To the extent to which the law allows, We shall not in any event be liable for any indirect, special, consequential or incidental damages however they may arise, even if We have been advised of the possibility of such potential loss or damage.
We reserve the right to change the Design files at any time without prior notice.
Reproduction of Designs: You must examine all proofs before going to production. It is Your responsibility to correct and remedy errors. Under no circumstances will We be liable for loss of production time or materials including ink.
Royalty: Unless it is Royalty Free, You must pay the current Royalty for each Design at the time of downloading it from Our Website. No design may be used without payment of Royalty.
Our credit card merchant now requires the CV2 (also called CVV) security number from your credit card.
On a Visa or MasterCard, please turn your card over and look in the signature strip. You will find (either the entire 16-digit string of your card number, OR just the last 4 digits), followed by a space, followed by a 3-digit number. That 3-digit number is your CV2 number.
A 3-digit number in reverse italics on the back of your credit card