Partner Terms and Conditions

1 Introduction

Welcome to Design Bundles! We provide a website (Site) where you, an artist, can partner with us to upload or create digital art for our customers to purchase a licence to, and download (Digital Art).

1.1 In these partner terms and conditions (Terms), (a) when we say you or your, we mean both you and, if applicable, any entity you are authorised to represent (such as your employer); and (b) when we say we, us, or our, we mean Design Bundles Ltd, a company registered in England and Wales with company number 09966437, each a Party and together the Parties.

1.2 If you are using the Site on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.

2 Acceptance and Site Licence

2.1 You accept these Terms by accepting these Terms on the Site.

2.2 You must be at least 18 years old to use the Site.

2.3 We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Site after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment and it adversely affects your rights, you may cancel your Account.

2.4 Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Site and the Designer CMS in accordance with these Terms. All other uses are prohibited without our prior written consent.

2.5 When using the Site, you must not do or attempt to do anything that is unlawful or inappropriate, including:

• anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
• using the Site to defame, harass, threaten, menace or offend any person;
• using the Site for unlawful purposes;
• interfering with any user of the Site;
• tampering with or modifying the Site (including by transmitting viruses and using trojan horses);
• using the Site to send unsolicited electronic messages;
• using data mining, robots, screen scraping or similar data gathering and extraction tools on the Site; or
• facilitating or assisting a third party to do any of the above acts.

3 Accounts

3.1 You must register on the Site and create an account (Account) to access the Site’s features.

3.2 You may only have 1 Account as an artist and 1 Account as a buyer on the Site.

3.3 You must provide basic information when registering for an Account including your business name (if applicable), contact name and email address and you must choose a password.

3.4 You must link your PayPal or Payoneer merchant account to your Account before you may start uploading any Digital Art.

3.5 Once you have registered an Account, your Account information will be used to create a profile which you may then curate.

3.6 All personal data you provide to us will be treated in accordance with our Privacy Policy.

3.7 You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer it to others.

3.8 You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.

4 Submission of Digital Art

4.1 Once you have set up an Account, you may submit Digital Art(s) to us to be made available to our customers on the Site, via upload to the Designer CMS.

4.2 To submit Digital Art, you will need to:

• (a) where you are uploading Digital Art for ad-hoc download (as opposed to through our membership), select the price you wish the Digital Art to be available for purchase on the Site, noting that we will set a minimum price on the Site, we may alter your chosen price on notice to you to reflect the then current average market price for the purchase of a similar Digital Art (Digital Art Price);
• (b) upload all images, photos and guides relating to the Digital Art;
• (c) provide any other information that we reasonably request; and
• (d) follow all guidelines made available by us with respect to the format required for Digital Art.

4.3 Provided the Digital Art complies with these Terms, we will make the Digital Art available on our Site, within a reasonable amount of time.

4.4 You acknowledge and agree that:

• (a) we have complete discretion to display all Digital Art on our Site in any order that we see fit, and your Digital Art may not appear on the first page; and
• (b) we may bundle your Digital Art and make it available as a package with other digital products, including from other artists.

4.5 You agree to upload only single digital designs and not "packs" or "bundles" with more than one different digital design at a time to our Plus Partner Program.

4.6 You represent, warrant and agree that you will not upload any Digital Art that:

• (a) is defamatory, hurtful, offensive, discriminatory, obscene, derogatory, or sexually explicit;
• (b) promotes any conduct that is abusive, threatening, violent or illegal;
• (c) does not comply with our Community Guidelines; and/or
• (d) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.

5 Promotional Opportunities

You may choose to purchase or accept free promotional opportunities, such as a feature in our email marketing, placement on our home page or participation in a discount (Promotional Opportunity). Where you accept a Promotional Opportunity, you will not be able to remove the relevant Digital Art(s) from the Site during the promotion. Promotional Opportunities are subject to the fees and the terms and conditions as set out in any Promotional Opportunity offer and displayed on the Site or otherwise communicated to you. In the event of any conflict between any Promotional Opportunity terms and conditions and these Terms, the Promotional Opportunity terms and conditions will prevail.

6 License for Digital Art

If you submit any Digital Art or make any content available on or through the Site, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable and sublicensable (in accordance with these Terms) to:

• (a) sell, license, promote, market, and make the Digital Art available for download; and
• (b) publicly display, stream, broadcast or otherwise exploit your Digital Art for the purposes of marketing, promoting our Site and your Digital Art, including through our Site and on our social media Sites.

7 AI Generated Content

7.1 We offer a unique artificial intelligence based artwork generator tool on the Site called ‘Illustrate AI’ which we are excited for you to use and benefit from (AI Generated Artwork). Currently, we use Stable Diffusion to provide you with this tool. You can find out more about Stable Diffusion here. You acknowledge and agree that, as with all emerging technologies, particularly computer generated artwork, there are risks associated with using Illustrate AI, including a risk of bias, copyright ownership and inappropriate content, and you should consider this each time you create AI Generated Artwork, before making it available for download.

7.2 As between the Parties, ownership of all Intellectual Property Rights in any AI Generated Artwork will at all times vest, or remain vested, in us upon creation. We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of these Terms, solely for the purpose of you making available the AI Generated Artwork through the Site.

7.3 To the maximum extent permitted by law:

• (a) we make no representations, warranties, assurance or guarantees of any kind, whether express or implied, with respect to AI Generated Content and/or Illustrator AI, including, without limitation, non-infringement of Intellectual Property Rights or other third party rights; and
• (b) we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with, your reproduction of, commercial exploitation, publication, or any use of AI Generated Artwork.

8 Digital Art

8.1 You agree that where we advertise or publicise your Digital Art in our promotional material, no Royalties or payment of any kind will be payable to you for such use.

8.2 You may request that Digital Art is removed from the Site at any time by sending us an email to the address at the end of these Terms. We will endeavour to action any removal requests within a reasonable time however you acknowledge, understand and agree that such removal will not affect any downloads that have already been made of your Digital Art (and associated licences).

8.3 You agree that you are solely responsible for all Digital Art that you submit or make available on or through the Site and you represent and warrant that:

• (a) you are either the sole and exclusive owner of all Digital Art or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such Digital Art (as contemplated by these Terms); and
• (b) neither the Digital Art nor the posting, uploading, publication, submission or transmission of the Digital Art or our use of the Digital Art on, through or by means of our Site (including on social media) will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

8.4 Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with you infringing the rights of any third party (including Intellectual Property Rights) and/or a claim that our use of the Digital Art in accordance with these Terms infringes the rights of any third party (including Intellectual Property Rights), including where you have created AI Generated Content using the Illustrator AI on the Site.

8.5 You agree to immediately notify us in writing giving full particulars if any of the following matters come to your attention:

• (a) any actual, suspected or threatened infringement of your Intellectual Property Rights in any Digital Art;
• (b) any claim made or threatened that your Intellectual Property Rights in any Digital Art infringes the rights of any third party; or
• (c) any other form of attack, charge or claim to which your Intellectual Property Rights in any Digital Art may be subject.

9 Payments

9.1 We will compensate you with Royalties for your Digital Art that is licensed and downloaded through our Site by one of our customers, in accordance with this clause 9.

9.2 We have created a ‘Partner Fund’ to compensate our artists who contribute Digital Art that we make available as part of our membership. The Partner Fund is made up of 50% of the total net income we receive from membership fees from our customers each month (minus any third party payment processing fees).

9.3 To calculate your royalties, we will:

• (c) divide the Partner Fund amongst the total number of downloads on our Site, and distribute the Partner Fund proportionally between all of our artists who have contributed Digital Art to our membership product; and
• (d) where you have submitted Digital Art to our marketplace on an ad-hoc basis and it has been downloaded and actually paid for by a customer, pay you a percentage of the Digital Art Price on the basis of our commission rates, available here.

(together, the Royalties).

9.4 Subject to your compliance with these Terms, we will pay you your Royalties into your PayPal or Payoneer Account on a monthly basis. Your PayPal or Payoneer account will be subject to PayPal’s or Payoneer's terms and conditions, and we are not liable to you for any services provided by them.

9.5 You agree that we may update our Royalty structure at any time, with written notice to you. If you do not agree to the changes, you may terminate these Terms and your Account in accordance with clause 14.

9.6 You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us in connection with the Site.

10 Intellectual Property

10.1 All Intellectual Property Rights (including copyright) developed, adapted, modified or created by us or our personnel (including in connection with the Terms, any content on the Site, and the Designer CMS) (Our Intellectual Property) will at all times vest, or remain vested, in us.

10.2 We authorise you to use Our Intellectual Property solely for the purposes for which it was intended to be used.

10.3 Except as otherwise set out in these Terms, you must not, without our prior written consent:

• (a) copy, in whole or in part, any of Our Intellectual Property;
• (b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
• (c) breach any Intellectual Property Rights connected with the Site, including (without limitation) altering or modifying any of Our Intellectual Property; causing any of Our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of Our Intellectual Property.

10.4 Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property (other than AI Generated Art) on your social media page or blog, provided that:

• (a) you do not assert that you are the owner of Our Intellectual Property;
• (b) unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
• (c) you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
• (d) you comply with all other terms of these Terms.

11 Warranties

You represent, warrant and agree that:

• (a) you will comply with the Community Standards at all times;
• (b) you will comply with any of our reasonable policies and procedures that we may provide to you, including our Community Guidelines;
• (c) you will not use our Site, including Our Intellectual Property, in any way that competes with our business;
• (d) there are no legal restrictions preventing you from entering into these Terms;
• (e) all information and documentation that you provide to us in connection with these Terms is true, correct and complete;
• (f) all descriptions that you provide of your Digital Art will be accurate and fair, and not misleading or deceptive;
• (g) you are responsible for complying with all laws, rules and regulations which apply to submitting your Digital Art;
• (h) we may remove your Digital Art from our Site, at any time, in our sole discretion;
• (i) you will not do anything that may adversely affect our goodwill, brand or reputation (and that of the Site);
• (j) you will not disparage us or our Site, or make any statement or publication, whether oral or in writing, which brings, or is likely to bring us into disrepute or ridicule;
• (k) customers will download your Digital Art based on personal preference, and we do not guarantee downloads through the Site; and
• (l) the Site is not a back-up facility for your Digital Art, and you will retain copies of your Digital Art and related materials.

12 Availability, Disruption and Downtime

12.1 While we strive to always make our Site available to you, we do not make any guarantees that these will be available 100% of the time. Our Site may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

12.2 Our Site (including various Designs) may interact with, or be reliant on, products or services provided by third parties, such as Illustrate AI, an AI design platform. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

12.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Site.

13 Limitations on liability

13.1 Neither Party may benefit from the limitations and exclusions set out in this clause 13 in respect of any liability arising from its deliberate default.

13.2 The restrictions on liability in this clause 13 apply to every liability arising under or in connection with this Agreement including liability in statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise.

13.3 Nothing in these Terms limits any Liability which cannot legally be limited, including Liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation;
• (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
• (d) defective products under the Consumer Protection Act 1987.

13.4 Subject to clauses 13.1 (no limitation in respect of deliberate default) and 13.3 (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law:

• (a) neither Party will be liable for any Consequential Loss;
• (b) a party’s liability for any liability under these Terms will be reduced proportionately to the extent the relevant liability was caused or contributed to by the acts or omissions of the other party, including any failure by that other party to mitigate its loss; and
• (c) our aggregate liability for any liability arising from or in connection with these Terms will be limited to us resupplying the Products to you or, in our sole discretion, to £50.

14 Termination

14.1 Your Account and these Terms may be terminated by you at any time, using the ‘cancel Account’ functionality (or similar) in the Account page section of your Account settings. Your cancellation will take effect immediately.

14.2 We may terminate your Account and these Terms for any reason, at any time.

14.3 Should we suspect that you are in breach of these Terms, we may suspend your Account while we investigate the suspected breach.

14.4 Upon expiry or termination of these Terms:

• (a) we will remove your access to the Site and your Account will be deleted;
• (b) we will stop promoting and licensing your Digital Art; and
• (c) you will only be entitled to Royalties for your Digital Art that were downloaded from our Site up until the date of termination.

14.5 Where termination is due to our breach of these Terms, we agree to refund you for any prepaid unused Fees, Service Fees or Listing Fees on a pro-rata basis.

14.6 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

15. General

15.1 Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

15.2 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

15.3 Disputes: If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of England and Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

15.4 Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

15.5 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided the Party seeking to rely on the benefit of this clause, as soon as reasonably practical, notifies the other party in writing about the Force Majeure Event and the extent to which it is unable to perform its obligations, and uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

15.6 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.

15.7 Governing law: These Terms are governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

15.8 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

15.9 Privacy: We will handle your personal data in accordance with our Privacy Policy, available on our website.

15.10 Relationship of Parties: These Terms are not intended to create a legal partnership, joint venture, employment or agency relationship between the Parties.

15.11 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

15.12 Third party sites: The Site may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Site, such third party provides the goods and services to you, not us.

16. Definitions

16.1 Consequential Loss: includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, loss of use and/or corruption of your Digital Art, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us any fees under these Terms will not constitute "Consequential Loss" for the purposes of this definition.

16.2 Force Majeure Event: means any event or circumstance which is beyond a Party’s reasonable control.

16.3 Intellectual Property Rights or Intellectual Property: means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, business names, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

16.4 Liability: means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

For any questions or notices, please contact us at:

Name: Design Bundles Ltd, a company registered in England and Wales with company number 09966437

Address: Graphic House, City Road, Stoke-on-Trent, Staffordshire ST4 2PH, United Kingdom

Email address: [email protected]

Last updated: 24 August 2023