This is a legal agreement between you (the Licensee) and N. Milani Designs (the Licensor) governing your purchase and use of the content you download from this site (the Content). By clicking on the “I Accept” button below, you agree to be bound by the terms and conditions set out below.
Once payment of the licence fees for the Content has been made by the Licensee, the Licensor grants to the Licensee a non-transferable, non-sub-licensable and non-exclusive licence to use the Content. Subject to the restrictions on use contained below, the Content may be used by the Licensee and any other persons employed or contracted by the Licensee as part of the Licensee’s business.
2. Permitted Uses
The Licensee is permitted to:
· use the Content for the purpose of including on any item such as but not limited to garments, other textiles, graphic designs or printed materials;
· alter the Content such as by changing the colours or size of the files on which the Content is located.
3. Prohibited Uses
The Licensee is not permitted to:
· sell, sub-licence, distribute or otherwise grant rights over all or any part of the Content;
· use or allow anyone else to use any of the Content to create or be incorporated into any images or other content which is pornographic, fraudulent, defamatory, illegal or otherwise in breach of any laws or regulations;
· use any back-up copy for any purpose other then to replace an original copy if it is destroyed or becomes unusable;
· use or permit to be used the Content or any part of it as a trade mark or claim any proprietary rights in the Content or any part of it;
· do anything not expressly permitted under the clause headed “Permitted Uses”.
4. Intellectual Property
The Content (prior to purchase) is owned by the Licensor and is protected by copyright. No title to or any intellectual property rights in the Content is transferred or otherwise assigned to the Licensee by this licence agreement. The Licensor retains all rights not expressly granted by this licence agreement.
N. Milani Designs is a trademark of the Licensor. Prior written consent must be obtained from the Licensor before any use of this trade mark is permitted.
N. Milani Designs does not hold any liability for breach of copyright for any work commissioned
5. Licensee Warranties
The Licensee warrants and agrees that:
· all proprietary rights including copyright in the Content is, the property of the Licensor prior to purchase and then becomes the property of the Licencee once purchased;
· any reproduction of the Content will contain a copyright notice acknowledging the copyright ownership of the Licensor in the Content and that reproduction is permitted only by licence from the Licensor;
· the Licensee will advise the Licensor immediately it becomes aware of any infringement of the Licensor’s intellectual property rights in the Content;
· it will not engage in any use of the Content or permit such use by others that is in contravention of this licence agreement;
· its use of the Content will not infringe any third parties rights of any nature or be used for fraudulent, defamatory or any other purpose which is in breach of any law or regulation and liability incurred by it for doing so will rest with it;
6. Licensor Warranties, Liability
The Licensor warrants and agrees that:
· to the best of its knowledge the Content is not defamatory, illegal or otherwise in breach of any laws or regulations and does not breach any third parties’ intellectual property rights and the Licensor does not accept any liability in the event of the Content being found to be defamatory, illegal or otherwise in breach of any laws or regulations or a third parties’ intellectual property rights;
The total liability of the Licensor to the extent permitted by law will under no circumstances exceed the total licence fee paid by the Licensee preceding the claim. In any event, the Licensor will not be liable for any indirect losses or damages suffered by the Licensee through the purchase and use of the Content or for loss of profits.
7. Cancellation of Orders
The Licensee is not entitled to cancel an order for Content or return or exchange Content once payment for the Content has been received by the Licensor.
8. Licence Fees
A licence fee is payable for the Content. No Content will be made available by the Licensor until payment in full has been received by the Licensor from the Licensee.
Should the Licensee be in breach of this licence agreement, this agreement will be treated as terminated and all of the Licensee’s rights under this agreement, including its licence in respect of the Content is terminated.
10. Governing Law
This licence agreement is governed by the laws of New South Wales and the parties submit to the exclusive jurisdiction of that State.
11. The content is provided “as is” without repesentation, warranty or condition of any kind, either express or implied, including, but not limited to the implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. n. milani designs does not represent or warrant that the content will meet your requirements or that its use will be uninterrupted or error free. the entire risk as to the quality and performance of the content is with you. should the content prove defective, you (and not n. milani designs) assume the entire risk and cost of all necessary corrections.
12. In no event shall n. milani designs be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this agreement, including without limitation your use of, reliance upon, access to, or exploitation of the content, or any part thereof, or any rights granted to you hereunder, even if we have been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.
13. N. Milani Designs will make every effort to ensure the final design is free of any spelling or grammatical errors, however it is ultimately the clients responsibility. You agree that N. Milani Designs is not responsible and cannot be held liable for any errors in the final product after the client has signed off/ purchased the design, or after the final product has been committed to print or posted in view of the public.
It is the Clients responsibility to obtain a colour matching integrity proof from their printer to check colour, text, images and spelling of every file supplied by N. Milani Designs. Colour may vary from what you see on screen to final printed product. Due to the nature of CMYK printing colour may vary from print run to print run, or from printer to printer, N. Milani Designs accepts no responsibility for this.
In regards to personalised artwork N. Milani Designs accepts no responsibility for spelling errors. Furthermore, no refunds will be given for artworks with spelling errors so please be careful to spell correctly in the checkout.
It is important to note that art colours may vary from screen to printed product due to colour calibration of computer monitors.
14. N. Milani Designs reserves the right to change prices at our discretion without notice.