Commercial license extensions for sewing patterns

GENERAL LICENSE TERMS

of the

kullaloo CA Inc.
5181 St. Margaret’s Bay Road
Upper Tantallon, NS, B3Z 4R4
Canada

– hereinafter referred to as “Licensor” –

about

the use, exploitation, publication and distribution of a “sewing pattern” (the “sewing pattern”) and in this context the use of the brand “kullaloo” (the “brand”)

by

commercially active customers (hereinafter referred to as “licensees”).

PREAMBLE

1) The licensor markets sewing patterns for baby and children’s things under the protected brand, including stuffed animals, blankets, rag dolls and pillows. The sewing patterns and the instructions are distributed in the form of PDF “ebooks” (PDF file for download). They are protected by copyright and offered both to commercial and private customers for a fee. The licensee offers products from the field of handicraft and would like to use the sewing pattern as part of his trade to manufacture products based on the pattern.

2) These conditions do not apply to the purchase of sewing patterns for exclusive private use. Separate license conditions apply to these.

3) Rights of use in relation to the sewing pattern and / or the brand are granted exclusively in accordance with these general license conditions. Other contractual provisions, in particular general terms and conditions of the licensee, do not apply, even without this being expressly excluded. If types of use are not regulated in these terms and conditions, these are not part of the rights of use granted.

§1 Subject of the contract

1) The rights of use granted to the licensee for a sewing pattern relate to the respective specific PDF “ebook” which the licensee has acquired and for which the additionally acquired license extension for commercial use is to apply. The licensee must inform the licensor of this in writing when purchasing the license extension.

§2 Rights of use

1) The licensor grants the licensee a non-exclusive, non-transferable, time-limited, spatially and content-restricted simple right of use within Canada or the United States to use the sewing pattern for his own purposes in accordance with this contract. This means that the licensee is entitled to manufacture handicraft products based on the sewing pattern.

2) The licensee is unrestrictedly free to manufacture the product on the basis of the sewing pattern, in particular with regard to the selected fabrics, colours, modifications, etc.

3) However, the licensee is not entitled, among other things, to reproduce, publish or distribute the sewing pattern in whole or in part, to allow third parties to use it, to edit it or to change it in any form, in particular not through the use of technical aids.

4) The sewing pattern is used personally by the licensee. It is not permitted to allow third parties to use them – not even to use them to manufacture their own products, unless this has been expressly permitted in writing by the licensor following a request from the licensee. Otherwise, the sewing pattern may only be used to manufacture products personally by the licensee.

5) The licensee sells the products produced on the basis of the sewing pattern exclusively in his own name or under brands that are exclusively owned or used by him. However, the licensee will provide the corresponding sales presentation in his online shop / web offer for each of these products, easily recognizable for the potential buyer, with the following note: This product was created on the basis of a pattern by kullaloo / www.kullaloo.ca

6) The licensor reserves the right to point out a presentation of the products that is detrimental to the brand in his opinion and to request the licensee not to use the above notice in the future or to place it differently.

7) The products created on the basis of the sewing pattern are to be offered at least at prices that an average licensee usually also applies for his own products. Special promotions, special prices and discount promotions or similar are permitted within the usual framework.

8) The licensor can revoke the granting of usage rights at any time for an important reason. An important reason exists in particular if the licensee does not comply with the terms of use and does not immediately omit to do so even after a written warning with a threat of revocation by the licensor. If the rights of use are revoked, the licensee will immediately surrender or irrevocably delete the sewing pattern and any other copies made and insure this.

§3 Material and legal defects

1) The selection of the materials to be used (fabrics etc.) and the responsibility for the production of the workpiece are the sole responsibility of the licensee. The licensor assumes no liability or warranty in this regard – unless this is based on intentional or grossly negligent misconduct on the part of the licensor, in particular with regard to a production that deviates from the sewing pattern (not permitted). The licensor makes no statement and assumes no responsibility with regard to the suitability of the product based on the sewing pattern or the use of the materials selected by the licensee. This also applies to any infringement of third party rights (including copyrights, trademarks and designs) due to the specific use of the product manufactured by the licensee on the basis of the sewing pattern.

2) The responsibility for ensuring that the applicable statutory provisions are complied with regard to the manufactured products lies solely with the licensee. The licensor points out that in the context of the sale of toys there are legal regulations that must be observed. The licensee is encouraged to find out more before selling the products.

3) Should third parties assert property rights with regard to the sewing pattern against the licensee, he will inform the licensor immediately in writing.

§4 Liability

1) The unlimited liability of the licensor is limited to intent and gross negligence, as well as in cases of injury to life, limb or health. In the case of simple negligence, only direct, foreseeable and contract-typical damage will be reimbursed. Lost profit will not be replaced.

§5 Statute of limitations

1) Claims by the licensee due to material or legal defects become statute-barred within one year of the sewing pattern being made available. The statutory limitation periods apply if the publication of the sewing pattern to a third party can be requested due to a legal deficiency.

2) A limitation period of one year from the start of the statutory limitation period applies to other claims of the licensee from a contract as well as from an obligation. The claims become statute-barred at the latest when the statutory maximum periods have expired.

§6 License period and contract termination

1) The rights of use for the respective sewing pattern are granted for a period of one year beginning on the 1st day of the month following the initial purchase of the license extension for commercial use by the licensee.

2) The right to use and exploit the sewing pattern, as well as exploitation, distribution and publication of the products on the basis of the work in accordance with this contract ends with the expiry of the license period in accordance with section 1) above, without the need for a special termination on the part of the licensor.

3) The license period is only extended due to an extension of the right of use for the sewing pattern, which the licensor can offer to the licensee at the end of the license period.

§7 Final provisions

1) This contract contains the only regulation of the legal relationship between the parties. There are no other agreements and / or side agreements. Changes to this contract must be made in writing. This also applies to the written form clause.

2) Should a provision of this contract be ineffective, this does not affect the effectiveness of the rest of the contract. In this case, the parties agree to replace the ineffective clause with an effective clause which, within the framework of what is legally permissible and economically reasonable, comes closest to the ideas of the parties.

3) This agreement is governed by the laws of the Province of Nova Scotia, without regard to conflict of laws principles that would require the application of the laws of another jurisdiction. The parties irrevocably submit all disputes relating to this contract to the jurisdiction of the courts of the Province of Nova Scotia.