Licence Terms and Conditions

Pattern Library

OVERVIEW

This Pattern Library is owned and operated by High Ridge Springs (ABN 58 662 098 599) trading as Kat Lou Design] (‘Kat Lou Design’, “licensor”, ‘we’, ‘our’, or ‘us’).

Please read these Terms and Conditions (‘Terms’) carefully before you purchase or otherwise access our pattern library (‘Pattern Library) and our pattern designs (“Pattern Designs”). These Terms, along with our Site Terms and Conditions and our Privacy Policy (‘the Terms’), govern your access to www.katloudesign.com, including the Pattern Library and our Pattern Designs.

By accessing the Pattern Library, you:

a. acknowledge that you have read, and agree to comply with and be legally bound by, these Terms; and

b. warrant that you are over 18 years of age and have the legal capacity to enter into a binding contract.

We may amend these Terms from time to time by publishing an updated version on our Site. Any changes will apply from the date the updated Terms are published, unless otherwise stated. The Terms in force at the time you purchase a licence will continue to apply to that purchase unless the amended Terms are required by law to apply earlier. These changes will be effective as of the date we post the revised version on this Site. It is your responsibility to review these Terms prior to initial use as well as periodically throughout your use of our Pattern Library. If at any time you choose not to accept these Terms, you should discontinue your use of our Pattern Designs. By continuing to access this Pattern Library (including purchasing our Pattern Designs), you are deemed to accept any future amendments to these Terms. If you are uncertain about the Terms or anything else on our Site, please don’t hesitate to contact us before completing any purchase.

PATTERN LIBRARY

Access

You may apply to access the Pattern Library by completing the application form on our Site www.katloudesign.com(Site), or, where available, purchase a Pattern Design directly through the Site. By submitting an application, purchasing a Pattern Design, or accessing the Pattern Library, you agree to be bound by these Terms and any policies and procedures referred to in them or incorporated by reference.

You must provide accurate, current and complete information as part of your application and keep that information up to date. We may suspend, restrict or terminate your access to the Pattern Library if we reasonably suspect that any information you have provided is inaccurate, incomplete or misleading. We reserve the right to approve or refuse any application to access the Pattern Library at our discretion.

Your access to the Pattern Library commences once your application has been accepted by us, or on any later date specified on our Site or otherwise notified to you, and once you have paid the applicable price for your selected Pattern Design(s) in accordance with these Terms (Fees). Your access to the Pattern Library and your right to use the Pattern Designs in accordance with the licence selected by you will continue unless and until terminated in accordance with these Terms.

To access the Pattern Library, you may also be required to create an account. You must be at least 18 years old and provide the information reasonably requested by us, including your name, business name (if applicable), address, email address and contact number. You are responsible for maintaining the confidentiality of your account login details and for all activity conducted through your account.

Final Files

We will provide the file type or file types we consider reasonably necessary for the approved use of the relevant Pattern Design(s). As file requirements may vary depending on how the Pattern Design will be used, the files supplied may differ from one licence or application to another. Unless otherwise agreed in writing, we are not required to provide additional file conversions, reformats or custom file preparation beyond what we consider reasonably necessary for the approved use.

PRICES AND PAYMENT

Prices

All prices are in the currency specified on our Site. We may change prices at any time without prior notice. The price payable for a Pattern Design or licence will be the price displayed on the Site at the time your order is placed and accepted.

We may modify, suspend or discontinue any Pattern Design, licence type, product or service at any time without notice. To the maximum extent permitted by law, we are not liable for any such modification, suspension or discontinuance.

Discounts

We may offer discounts, promotional codes or vouchers from time to time. Unless otherwise stated, only one discount code may be used per purchase. We reserve the right to reject or cancel any order where multiple discount codes are applied.

All discount codes and promotions are subject to the terms on which they are issued, including any eligibility requirements, expiry dates and usage limits. Discount codes cannot be used in conjunction with any other offer unless expressly stated.

Payment

We accept payment via credit card and any other payment methods specified on our Site. Payment must be made in full at the time of purchase unless otherwise stated.

You warrant that you are authorised to use the payment method provided and that all payment details supplied are accurate and current.

Where you have agreed to any recurring or additional fees (if applicable), you authorise us to charge your nominated payment method in accordance with those terms.

If any payment is declined, reversed or not received for any reason, we may suspend or revoke your access to the Pattern Library and any associated licences until payment is made in full.

Buy out fee (assignment of copyright)

If you wish to acquire an assignment of copyright in a Pattern Design, you must submit a written request to us at katloudesign@outlook.com. We are under no obligation to agree to any such request.

If we agree to assign copyright, the assignment will be subject to a separate written agreement signed by both parties and will only take effect once all agreed fees and associated costs (including reasonable legal costs) have been paid in full.

INTELLECTUAL PROPERTY RIGHTS

Ownership of Site Content

All intellectual property rights in the Site, the Pattern Library, the Pattern Designs and any related content, materials and files made available by us (including text, graphics, designs, images, video, audio and software) are owned by us or licensed to us (including Third-Party Licensed Intellectual Property).

Nothing in these Terms grants or transfers to you any ownership rights in any intellectual property. All rights not expressly granted are reserved.

Restrictions on Use

Except to the extent expressly permitted under the licence purchased by you, you must not:

(a) reproduce, distribute, sell, sublicense, share or commercially exploit any Pattern Design or other content;

(b) create derivative works from any Pattern Design;

(d) otherwise use any Pattern Design outside the scope of the licence granted under these Terms.

We may suspend or terminate your access to the Site, Pattern Library or Pattern Designs, without refund, if you breach these Terms.

Ownership of Pattern Designs

We retain all intellectual property rights, including copyright and any applicable moral rights, in the Pattern Designs.

Subject to full payment of all Fees, we grant you a limited, non-exclusive, non-transferable and non-sublicensable licence to use the Pattern Designs strictly in accordance with:

(a) the licence type selected by you;

(b) these Terms; and

Except as expressly permitted, you must not reproduce, share, sell, sublicense, distribute or otherwise exploit any Pattern Design.

Infringement

You must promptly notify us in writing if you become aware of any actual or suspected infringement of our intellectual property rights in the Pattern Designs, or any claim that the Pattern Designs infringe the rights of a third party.

We may decide, at our discretion, whether to take any action in relation to any infringement. You agree to provide reasonable assistance if requested.

Promotional Use

Unless you notify us otherwise in writing, you grant us a non-exclusive, royalty-free licence to use images of products created by you using the Pattern Designs (Licensed Products), together with your name, business name, trade mark or social media handle, for the purpose of promoting our Pattern Designs and our business.

Attribution Requirements

Attribution is only required where specified in the licence purchased by you or otherwise agreed in writing. Where attribution is required, it must be provided in a form reasonably specified by us.

LICENSING

The licence granted to you for any Pattern Design is subject to these Terms and the specific licence selected by you at the time of purchase, as set out in Schedule 1.

Subject to full payment of all Fees, we grant you a limited, non-transferable, non-sublicensable licence to use the Pattern Designs strictly in accordance with:

(a) the licence type selected by you;

(b) these Terms; and

You must not assign, transfer or otherwise deal with any Pattern Design or licence granted to you without our prior written consent. We reserve the right to refuse to provide any Pattern Designs, products or services to you at our discretion.

Your permitted use of the Pattern Designs is limited to the rights expressly granted under your selected licence.

Licence Types

We offer the licence types set out in Schedule 1, which may include Personal, Commercial (including non-exclusive, exclusive and print-on-demand) and Extended Commercial licences. Each licence grants different usage rights depending on the scope, duration, territory and intended use.

Where additional rights are required beyond the standard licence selected, an upgraded or extended licence must be purchased.

General Restrictions

Irrespective of the licence selected, you must not:

(a) use the Pattern Designs in any unlawful manner or in breach of any applicable laws, codes or standards;

(b) use the Pattern Designs in any defamatory, obscene, offensive or inappropriate manner;

(d) use any Pattern Design, in whole or in part, as or within a trade mark, logo, business name, service mark or other source identifier, or seek to register any such rights;

(e) allow any third party to download, extract, access or redistribute any Pattern Design except as expressly permitted under your licence.

What can I use the Licence for?

Your use of the Pattern Designs is strictly limited to the licence you have selected at the time of purchase. You must ensure that you understand the scope of your licence, including what is permitted and what restrictions apply, as set out in these Terms and Schedule 1.

For the purposes of these Terms, “use” means to modify, copy, publish, transmit, edit, broadcast, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or otherwise exploit the Pattern Designs in any format.

Commercial Licences

Where you purchase a Commercial Licence (including non-exclusive, exclusive or print-on-demand licences), you may use the Pattern Designs for commercial purposes strictly in accordance with the scope of the licence selected and as set out in Schedule 1.

If you require rights beyond those included in your selected Commercial Licence, you must purchase an Extended Commercial Licence.

Extended Commercial Licence

An Extended Commercial Licence grants additional usage rights beyond those included in a standard Commercial Licence, as set out in Schedule 1.

What restrictions apply to my licence?

Regardless of the licence selected, you must not use the Pattern Designs:

(a) in any unlawful manner or in breach of any applicable laws, codes or standards;

(b) in any defamatory, obscene, offensive or inappropriate manner (including content that promotes violence or hatred);

You must not:

(c) falsely represent that you are the original creator of any Pattern Design or any end product that substantially incorporates the Pattern Designs;

(d) use any Pattern Design, in whole or in part, as or within a trade mark, logo, business name, service mark or other source identifier, or attempt to register any such rights;

(e) allow any third party to download, extract, access or redistribute any Pattern Design except as expressly permitted under your licence.

Commercial and Extended Commercial Licence Terms

Where you purchase a Commercial or Extended Commercial Licence, the specific rights and restrictions set out in Schedule 1 apply. Unless otherwise specified in Schedule 1, the following applies:

(a) Non-Transferable: The licence cannot be assigned, sublicensed or transferred without our prior written consent.

(b) Non-Exclusive: Unless expressly stated otherwise, the licence is non-exclusive and we may license the same Pattern Designs to other parties.

(d) Limited Term: Where a licence term applies, you must cease use of the Pattern Designs at the end of the term unless renewed in accordance with these Terms.

(e) Use Limits: You must not use the Pattern Designs outside the scope of the licence granted, including any limits relating to production volume, product type, distribution or territory.

How many users allowed?

Unless otherwise specified in Schedule 1:

(a) a Commercial or Extended Commercial Licence is granted to one legal entity and may be used by that entity’s employees, contractors and service providers solely for the purpose of exercising the rights granted under the licence; and

(b) no third party may be given access to the Pattern Designs except as expressly permitted under these Terms.

Renewal of Licence

Where a licence is granted for a specified term (Initial Term), the Licensee may request to renew the licence for a further term, subject to the following process:

(a) the Licensee must provide written notice of their intention to renew to the Licensor at least thirty (30) days prior to the expiry of the Initial Term;

(b) upon receipt of the renewal request, the Licensor will notify the Licensee of the applicable renewal fee and any updated terms and conditions (if applicable);

(c) if the Licensee elects to proceed, the renewal fee must be paid in full within [insert number] days of the date of the renewal notice; and

(d) the renewed licence term will commence once the renewal fee has been received in full and accepted by the Licensor.

Any renewed licence will be subject to these Terms (as updated from time to time, if applicable).

The renewal fee will be as notified to the Licensee or as otherwise published on our Site, and may vary depending on factors including the type and scope of the licence, the duration of the licence and current market rates.

We reserve the right to refuse any renewal request at our discretion.

REFUNDS

Due to the nature of digital products and the ability to preview Pattern Designs prior to purchase, all purchases are final. We do not offer refunds, returns or exchanges for change of mind, including where you select the wrong Pattern Design or decide you no longer wish to use it.

If you have selected the incorrect Pattern Design and notify us immediately before the files are supplied, we may, at our discretion, provide the correct Pattern Design instead.

Once the Pattern Design has been supplied, no refunds will be provided for incorrect selection or where you are dissatisfied with your purchase.

If we supply an incorrect Pattern Design or a defective file, we will provide a replacement at no additional cost.

Nothing in this clause excludes or limits any rights you may have under applicable consumer protection laws.

INTERNATIONAL USERS

We provide our Services from our offices within Australia . If you accessing our Site from a location outside of Australia, you are responsible for compliance with your local laws including those relating to any taxes that may apply to your purchase of our Pattern Designs and/or our Services. You agree that you will not use the Pattern Designs accessed through our Services in any country or territory in any manner that would be in breach of any applicable laws, regulations or other restrictions.

INSURANCE

Each party is responsible for maintaining applicable insurances.

COMPLAINTS (DISPUTE RESOLUTION)

We are committed to your enjoyment of and satisfaction with the Pattern Designs. Should you have any concerns or be dissatisfied in any way, please contact us via our Contact Form and include:

a. your name;

b. the email address you used place your order;

c. details of your concern or complaint;

d. details of what you would like us to do to resolve the matter; and

e. copies of any relevant correspondence.

We will acknowledge your complaint within three (3) business days and aim to resolve it within Fourteen (14) business days. If we are unable to do so, we will provide an explanation accordingly.

You agree not to engage in any behaviour, in public or in private, that is negative or derogatory towards us, and we agree to the same. This includes (but is not limited to) communications with third parties or posting on social media.

Where the parties are unable to resolve a dispute or claim in accordance with the steps set out above, then any dispute or claim arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity of these Terms, shall be resolved by mediation and/or arbitration.

Mediation: In the event of a dispute, the parties agree to first attempt to resolve the dispute through mediation. The parties will jointly select a mediator, who will be neutral and independent. If the parties are unable to agree on a mediator, they will request a list of mediators from a mutually agreed-upon mediation service and select a mediator from the list.

This mediation clause will survive the termination or expiration of these Terms.

The costs of the mediation shall be borne equally by the parties, unless otherwise agreed upon by the parties. Each party will be responsible for their own legal fees and expenses incurred in connection with the mediation

Notwithstanding the provisions dealing with mediation above, if you infringe our Intellectual Property Rights, we reserve the right to immediately terminate your access to the to our Pattern Designs library and you must immediately cease using our Pattern Designs including any Licenced Product and we reserve the right to pursue legal remedies including an accounting of profits should you use our Pattern Designs outside the scope of the licence you have purchased. You will be liable for all costs (including reasonable legal costs) incurred due to your breach of our Intellectual Property Rights.

TESTIMONIALS

On our Site, we may present real-life examples of and insights into other customers’ and/or clients’ experiences with our products and/or services for illustration purposes only. Any results presented demonstrate to users what can be possible, but are not intended to represent or guarantee that any current or future users of our programs, courses, products and/or services will achieve the same or similar results.

Where you have provided testimonials (in any format), you acknowledge that we may use these along with reference to you on our Site and social media channels, or any other avenue, for promotional and other purposes at our discretion.

TERM AND TERMINATION

These Terms will be in effect for the entire duration of the chosen License Period, including any renewal terms. Unless explicitly stated otherwise, these Terms will remain in effect until terminated.

We may terminate the Licence with immediate effect if you do not comply with these Terms for example if you do not pay the applicable licence fees or you otherwise breach any obligation under these Terms.

If terminated, the licence granted to you under these Terms is immediately revoked, and you must cease using our content and/or the Pattern Designs in any capacity, including selling the Licensed Product which incorporates our Pattern Designs. You must delete or destroy any Pattern Designs including any unsold Licensed Product and if requested confirm to us in writing that you have completed with these requirements.

The accrued rights, obligations and remedies of the parties are not affected by the termination of these Terms.

CONFIDENTIALITY

Each party agrees that, unless it has the prior written consent of the other party, it will:

a. keep the Confidential Information of the other party confidential at all times;

b. ensure that any person to whom Confidential Information is disclosed is aware of and complies with this clause; and

c. where there is prior consent, inform the other party of any proposed disclosure, including the form of disclosure, within a reasonable timeframe.

These obligations of confidentiality do not apply to any disclosure that:

a. is for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;

b. is required by Applicable Law; or

c. relates to Confidential Information that is publicly available through no fault of the receiving party, or was rightfully received from a third party without restriction and without the breach of any obligation of confidence.

Any Confidential Information supplied to us that incorporates personal information will be dealt with in accordance with our Privacy Policy, which is available on our website.

WARRANTIES, INDEMNITIES AND LIABILITIES

Warranties

We warrant that we are the author and owner of the Intellectual Property Rights in the Pattern Designs and have the authority to license the Pattern Designs to you in accordance with these Terms.

Except as set out in these Terms, the Pattern Designs are provided on an “as is” basis, without representation, warranty or condition of any kind (either express or implied), including but not limited to the Pattern Designs being fit for any particular purpose. Further, we do not warrant or represent that the Pattern Designs will meet your requirements, or your use will be error free.

If you breach the limitations of the licence granted under these Terms, you warrant that you will account for and forward to us any profit made because of the breach.

Any express or implied warranty or condition relating to these Terms or its subject matter that are not contained in these Terms are excluded to the maximum extent permitted by law.

Nothing in these Terms excludes, restricts or modifies any condition, warranty, right or remedy implied or imposed by any law that cannot be lawfully excluded, restricted or modified.

Indemnity

To the fullest extent permitted by applicable laws, you agree to indemnify, and hold us and our related entities, affiliates, and our and their respective officers, agents and employees harmless from any loss, liability, claim, or demand, (including reasonable legal fees on a full indemnity basis), made by any third party due to or arising out of or in connection with your use of the Pattern Designs, any information you supply to us, your use of this Site in violation of these Terms and/or arising from a breach of these Terms and/or any breach of your representations and warranties set out in these Terms or your breach of any law or the rights of a third party.

You agree to not do anything or omit to do anything that would likely damage or negatively impact, harm or bring into disrepute our reputation, brand or image or the reputation, brand or image of our business or the Pattern Designs.

We will not be responsible for any errors or defects in the Pattern Designs in situations where you have failed to properly review them prior to commencing creation of the Licensed Products. If any files sent to you by us including the Pattern Designs are defective, we will reissue them on request.

Neither party will be liable or held in breach of these Terms for any failure to perform its obligations to the extent that said failure is caused by the other party’s noncompliance, negligence, or misconduct. We will not be liable for any loss or damage suffered by a third party in connection with these Terms.

Each party agrees to take reasonable steps to mitigate any loss, damage, or expense it may suffer or incur, arising out of anything done or not done by the other party in connection with these Terms.

Liability

To the fullest extent permitted by applicable laws, in no event are we responsible for any losses and expenses however arising, including without limitation, any direct, indirect and/or present, unascertained, future or contingent, loss of use, loss of data, loss caused by a virus, loss of income or profit or projected profit, loss or damage to property, claims of third parties, or other losses of any kind or character arising from or in connection with your use of our Site and /or our products or services (including Pattern Designs), your inability to access our Site, interruption or outage of our Site or the fact that content on our Site (including Pattern Designs) or in our services is inaccurate, incomplete or out of date.

Our liability to you (including under indemnity) is capped to the return of all licence fees paid in the 12 months preceding the liability event and will be reduced to the extent that your acts (including modifying the Pattern Designs) or omissions contribute to or cause the liability. This indemnity will not apply to your continuing use of that Pattern Designs following notice from us that the Pattern Designs is subject to a claim of infringement.

PRIVACY

These Terms also include our Privacy Policy which sets out how we use your personal information, which can be accessed here. Privacy Policy. By using this Site, you consent to the processing described in the Privacy Policy and warrant that all data provided by you is accurate.

ELECTRONIC COMMUNICATIONS AND ELECTRONIC SIGNATURES

These Terms will become binding when you agree to these Terms, including by clicking 'I consent' or 'I agree' or similar, or by purchasing the Pattern Designs. You further acknowledge and agree that when you click on “I agree”, “I consent”, or other similarly worded click or tick options by electronic means using an electronic device such as your mobile phone, tablet, desktop, laptop or any other computer device capable of allowing you to click or tick, your agreement and/or consent will be legally binding and enforceable and will be deemed to be as effective as if you had written your signature by hand.

PATTERN DESIGN INFORMATION

Whilst we do our best to ensure that the colours of any Pattern Designs are accurately displayed and/or described, depending on the device you use, colours may appear differently in digital or print format. This can be for a number of reasons which are outside of our reasonable control, and you accept that the exact colour of the product may differ between orders and agree that this would not constitute a breach of the Terms.

PROHIBITED USE

In addition to any other prohibitions, you must not, under any circumstances, use the Site or its content (including Pattern Designs):

• for any unlawful purpose;

• to solicit others to perform or participate in any unlawful acts;

• to violate any international, federal, or state regulations, rules, laws, or local ordinances;

• to attempt to change, remove, deface, hack or otherwise interfere with our Site or any material or content displayed on the Site;

• to hack into any aspect of the Site, corrupt data, or cause annoyance to other users;

• to infringe upon any other person's proprietary rights;

• to send any unsolicited advertising or promotional material, commonly referred to as “spam”; or

• to attempt to affect the performance or functionality of any computer facilities of or accessed through our Site.

SEVERABILITY

If any term or provision of these Terms is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms will remain in full force and effect.

VALIDITY

Whenever possible, each provision of these Terms will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of these Terms is held invalid or unenforceable, the remainder of these Terms will nevertheless remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid or enforceable provision.

ASSIGNMENT

You cannot assign these Terms, or otherwise deal with the benefit of them or any rights under them, without our prior written consent. We reserve the right to assign or novate the Terms, or otherwise deal with the benefit of them or rights under them, without your consent.

ENTIRE AGREEMENT

These Terms (together with our Privacy Policy and disclaimers) contained on this Site, constitute the entire understanding and agreement between us and you, in relation to your use of this Site and supersede all previous communications, negotiations, and agreements, whether oral, written, or electronic, respect to this Site and your use of this Site.

GOVERNING LAW AND JURISDICTION

All Terms shall be construed in accordance with and governed in all respects by the laws of the Victoria, Australia. In relation to any dispute, we ask that you contact us in the first instance so that both parties can, acting in good faith, resolve the dispute to our mutual satisfaction as quickly, cost effectively and efficiently as possible. Where a dispute cannot be resolved, you agree to submit to the non-exclusive jurisdiction of the courts of the Victoria, Australia.