MIRAFELD EXCLUSIVE PERSONAL USAGE LICENCE
BACKGROUND
A. The Licensor is the owner of the Intellectual Property described in this Agreement.
B. The Licensor has agreed to grant an exclusive, non-transferable, non-sublicensable Licence to use the Intellectual Property for personal, non-commercial purposes only, granted to a single Licensee, in any location worldwide. During the Term, the Licensor agrees not to grant any other Licence to the intellectual property for any purpose, unless the Licensee gives prior written consent.
C. For clarity, this exclusivity applies only to the specific Intellectual Property identified in SCHEDULE 1 and does not restrict the Licensor from creating or licensing new, original works that may be similar in style or subject matter.
OPERATIVE PROVISIONS
1 . Commencement and Term
1.1 This Agreement commences on the date the Licence Fee is paid in full and continues indefinitely, subject to termination only as provided for in Clause 6.
2 . Licence
2.1 The Licensor grants to the Licensee an exclusive, non-transferable, non-sublicensable Licence to use the Intellectual Property for personal, non-commercial purposes worldwide for the duration of this Agreement. The Licensee must not use the Intellectual Property for any commercial purpose whatsoever, including but not limited to resale, reproduction for sale, or incorporation into any product or service offered for commercial gain.
2.2 The Licensor must furnish the Intellectual Property to the Licensee for the purposes of this Agreement in the manner described in SCHEDULE 5.
2.3 The Licensee must not: grant sub-Licences, assign, transfer, or permit any third party to use the Intellectual Property.
3 . Obligations of the Licensee
3.1 During the Term, the Licensee must: comply with any reasonable written directions issued by the Licensor regarding the use of the Intellectual Property, provided those directions are consistent with this Agreement.
3.2 Notify the Licensor of any actual or suspected infringement of the Intellectual Property by a third party that comes to the Licensee's attention.
4 . Licence Fees
4.1 In consideration of the Licence granted under Clause 2, the Licensee must pay the one-time upfront Licence Fee as described in SCHEDULE 6.
4.2 This Agreement takes effect once the Licence Fee has been paid.
5 . Infringement
5.1 If the Licensee becomes aware of any infringement of the Intellectual Property by a third party, the Licensee must notify the Licensor. The Licensee has no obligation to take any legal action or participate in any prosecution against such third party.
5.2 If the Licensee infringes the usage rights granted under this Agreement, including but not limited to using the Intellectual Property for commercial purposes, the Licensee will be subject to termination notice in accordance with Clause 6.
6 . Breach and Termination
6.1 If either party breaches this Agreement, the non-breaching party must give written notice describing the breach.
6.2 If the breach can be remedied, the breaching party has 14 days to correct the issue.
6.3 If the breach is not remedied within that time, the non-breaching party may terminate this Agreement.
6.4 Immediate termination is only permitted where the breach is serious and not capable of remedy, including deliberate commercial use, resale, or distribution of the Intellectual Property.
6.5 Upon Termination Of The Agreement:
(a) The Licensee must immediately cease all further use of the Intellectual Property.
(b) Any items, works, or materials created by the Licensee in full compliance with this Agreement prior to termination may be retained and used for their original permitted personal purpose.
(c)Any items, works, reproductions, or materials created or used in breach of this Agreement — including any commercial use, resale, reproduction for sale, or unauthorised distribution — must immediately cease to be produced, marketed, displayed for sale, distributed, or otherwise exploited.
(d) The Licensee must remove from sale and withdraw from circulation any infringing materials and, if requested in writing by the Licensor, provide written confirmation that such materials have been removed.
Termination does not limit any rights or remedies available to both parties in respect of prior breach.
7 . Licensor Warranties
7.1 The Licensor is the sole owner of the copyright in the Intellectual Property.
7.2 The Intellectual Property is an original work and does not infringe to the best of the Licensor's knowledge, upon the Intellectual Property rights of any third party.
7.3 The Licensor has not previously granted any Licence or transferred any right in the Intellectual Property that would conflict with this Exclusive Personal Licence.
7.4 The Licensor agrees to:
(a) supply the Intellectual Property in the format and quality described at the time of purchase
(b) ensure the Intellectual Property reasonably matches its description and intended personal use
(c) provide reasonable assistance if the Licensee experiences issues accessing the Intellectual Property.
8 . Indemnity
8.1The Licensor confirms that the Intellectual Property is an original work created by the Licensor and does not, to the Licensor's knowledge, infringe the rights of any third party.
8.2 Each party is responsible for its own acts and omissions under this Agreement.
8.3 The Licensor is not liable to the Licensee for any loss, damage, or expense arising from the Licensee's use of the Intellectual Property, including any misuse or use outside the scope of the Licence granted in Clause 2.
8.4 The Licensee is liable to the Licensor for any loss, damage, or expense that results directly from the Licensee’s breach of this Agreement, including any unauthorised commercial use, resale, reproduction for sale, distribution, or use outside the scope of the Licence.8.5 To the extent permitted by law, neither party will be liable to the other for any indirect or consequential loss.
9 . Notice
All notices required or permitted under this Agreement must be in writing in English and may be sent to the postal address or email address of the relevant party as recorded in the Licensee’s customer details at the time of execution of this Agreement, or to any updated address or email address notified in writing by that party.
10 . Jurisdiction
This Agreement is subject to the laws of New South Wales with the courts of New South Wales having jurisdiction over any disputes arising in respect of this Agreement.
11 . Entire Agreement
This Agreement may not be modified except by a written Agreement signed by each party.
12 . Severance
If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.
13 . Copyright Ownership
Nothing in this Agreement transfers the ownership of the intellectual property. All copyright and ownership rights remain with the Licensor.
14 . Modification
The Licensee must not modify, alter, adapt , or create derivative works from the intellectual property without prior written consent from the Licensor.
Notwithstanding the above, the Licensee may make minor modifications such as resizing or colour adjustments, solely as necessary to complete the specific personal project described in SCHEDULE 2.
15 . Licensor Retained Rights
15.1 The Licensor retains the right to:
(a) display the Intellectual Property in the Licensor’s portfolio, website, social media, and promotional materials for the purpose of showcasing past work;
(b) identify the Licensee as the person associated with the Intellectual Property, for attribution or portfolio purposes, unless otherwise agreed in writing;
(c) mark the Intellectual Property as “sold”, “licensed”, or “unavailable” in any such display.
15.2 The Licensor must not otherwise use, licence, reproduce, or commercially exploit the Intellectual Property in a manner that competes with or diminishes the exclusivity granted to the Licensee under this Agreement.
16 . Exclusivity And No Further Licensing
16.1 This Licence is exclusive and granted to a single Licensee for the Intellectual Property described in SCHEDULE 1.
16.2 Once this Agreement takes effect, the Licensor must not grant any further Licence, permission or right to use the same Intellectual Property to any other person or business for any purpose, unless the Licensee gives prior written consent.
16.3 The Licensor may still create and Licence new, original artworks that are stylistically similar, provided they are not substantially identical to the Intellectual Property.
17. Ethical Use
17.1 The Licensee must not use the Intellectual Property in connection with any material, project, or activity that is:
(a) unlawful , misleading or deceptive
(b) hateful, discriminatory, or promoting violence or
(c)otherwise seriously harmful to the reputation or artistic integrity of the Licensor or the Intellectual Property
17.2 The Licensee must not present the Intellectual Property in a way that falsely suggests the Licensee created or owns the copyright in the Intellectual Property.
SCHEDULE 1
The Intellectual Property
……………………..
SCHEDULE 2
The Product
The Licensee may use the purchased Intellectual Property for their own exclusive personal purposes. This includes incorporating the piece into personal projects such as custom tattoos, home décor items, or personal items. The piece is not being used for any commercial activity, resale, or mass production. The usage is limited to the individual Licensee and does not extend to third parties or business ventures.
SCHEDULE 3
The Territory
Worldwide.
SCHEDULE 4
The Term
The Term begins on the Commencement Date and continues indefinitely unless terminated in accordance with this Agreement.
SCHEDULE 5
Manner In Which The Intellectual Property Is Being Supplied
The Intellectual Property is supplied to the Licensee in the form purchased. This may include digital files such as PNG, JPEG, PDF, SVG, EPS, or other agreed formats, or a physical artwork such as a print or original painting.
Where the purchase includes a physical artwork, ownership of the physical item transfers to the Licensee upon full payment and delivery, but copyright and Intellectual Property rights remain with the Licensor unless expressly stated otherwise in writing.
Delivery will occur via the method appropriate for the format purchased, including download links, email, or physical shipment. The Licensee is responsible for securely receiving and storing the Intellectual Property after delivery.
SCHEDULE 6
Licence Fees
The Licensee shall pay the fee agreed upon at the time of purchase to obtain this exclusive personal usage Licence. Payment must be completed in full before the Intellectual property is supplied. The fee covers the rights granted under this Licence only and does not include any additional Licences, commercial rights, or trademark rights unless separately agreed in writing.
SCHEDULE 7
Licensee’s Statement
All information regarding this Licence, including the scope of use, restrictions, and obligations, will be made accessible to the Licensee prior to the purchase.
By completing the purchase, the Licensee confirms that they have read, understood, and agree to be bound by the terms of this Licence, including that it grants exclusive personal use only and prohibits commercial use, resale, mass production, distribution to third parties, and trademark registration without prior written consent from the Licensor.
Acceptance of the Agreement is formed and becomes legally binding upon the Licensee at the time the Licensee completes payment of the Licence Fee. By completing payment of the Licence Fee, the Licensee acknowledges that they have read, understood, and agree to be bound by the terms of this Agreement. No physical signature of the Licensee is required for this Agreement to take effect.