Designer Terms and Conditions
DESIGN CONTRIBUTOR AGREEMENT
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ENTERING INTO THIS AGREEMENT. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND PATTERNARIUM.COM.BR (“PATTERNARIUM”)
​
IF YOU WISH TO LICENSE YOUR DESIGNS AT PATTERNARIUM.COM.BR YOU MUST INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS BY CHECKING THE ‘I ACCEPT’ BOX AT THE APPLICATION FORM AND WHEN UPLOADING A DESIGN. BY CHECKING THE ‘I ACCEPT’ BOX, YOU WILL HAVE SIGNALLED YOUR AGREEMENT TO THESE TERMS AND CONDITIONS.
PATTERNARIUM WILL BE DEEMED TO HAVE ENTERED INTO THIS AGREEMENT ONCE YOU HAVE CHECKED THE ‘I ACCEPT’ BOX.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT UPLOAD A DESIGN TO WWW.PATTERNARIUM.COM.BR.
​
WHEREAS:
a) Patternarium is a collection of prints that connects brands and designers, through an online platform, in which the designer chooses to license their prints to brazilian and international brands;
b) Patternarium acts as an intermediary between Designers and Companies that wish to acquire commercial use licenses;
c) Patternarium will represent the Designer, through special powers in licensing their copyright on the design accepted on the website;
d) The Designer is the author and sole owner of the design to be licensed in accordance with Brazilian legislation, in particular Law 9,610/98 (Copyright Law);
e) The Designer wishes, on his own initiative and, in accordance with these Terms, to make their design available on the Intermediator's platform, granting him powers of representation for licensing purposes for commercial use to Patternarium, in accordance with these terms and conditions;
f) The Parties acknowledge and agree that uploading the design to the Patternarium platform by the Collaborating Designer does not automatically imply its license to third parties.
g) The Designer recognizes that all intellectual property rights, know-how, trade dress, brand associated with Patternarium are its exclusive property. These rights include, but are not limited to, copyrights, trademarks, trade secrets and other intellectual property rights.
h) This agreement defines the terms and conditions that govern the availability of the Designer's prints on the Intermediary's platform and other provisions.
​
THEREFORE, the Parties, by mutual agreement, establish and agree to the following terms and conditions:
​
1. DEFINITIONS
​
1.1. Design: includes, but is not limited to, a print, pattern or graphic, including all metadata, keywords, descriptions, and captions associated with that design.
1.2. Intellectual Property Rights: Covers all copyrights, trademarks, industrial designs, registered and unregistered design rights, as well as registration applications for any of the items mentioned above. This also encompasses trade secrets, know-how and other intellectual and industrial property rights.
1.3. Licensed Rights: The rights granted to a Licensee to use an Accepted Design in accordance with the Licensing Terms and Conditions.
1.4. Licensee: Refers to any person or company that has obtained a license to use an Accepted Design through the Patternarium website as set out in the Licensing Terms and Conditions.
1.5. Licensing Terms and Conditions: The contractual provisions under which Patternarium grants a license to an Accepted Design to a Licensee.
1.6. Price: Refers to the licensing fee established by the intermediary in relation to the Accepted Design, as defined in clause 5.2., which will serve as the basis for the fee charged to Licensees, as specified in the Licensing Terms and Conditions.
1.7. Editing: refers to the act of modifying or adjusting the licensed design in a limited and non-substantial way, with the aim of adapting the work for different formats, platforms or specific audiences. A non-substantial edit involves changes that do not fundamentally alter the original content, style, while maintaining the integrity of the authorial creation.​
​
2. PRESENTATION, ACCEPTANCE AND WITHDRAWAL OF DESIGNS FROM THE SITE
​
2.1. Evaluation and Acceptance of Designs: After submitting a Design to the Site, Patternarium will evaluate, in its sole discretion, whether the Design will be accepted.
2.2. Discretion in Acceptance of Designs: Patternarium reserves the right to accept or reject any Design submitted, in its sole and absolute discretion.
2.3. Withdrawal of Designs from the Website: To request the withdrawal of a Design from the Website, the Designer must send an email to hello@patternarium.com.br, with the subject "REQUEST FOR DESIGN WITHDRAWAL". Patternarium will carry out the withdrawal within up to 7 working days from the request, respecting clauses 2.3.1 and 2.3.2.
2.3.1. Respect for Licensing Agreements: The request to remove the Design from the Website does not imply the breach of any licensing agreements previously established between the Intermediary and the Company/Brand. Such agreements must be respected according to pre-established deadlines, under penalty of contractual and extra-contractual civil liability for losses and damages.
2.3.2. Withdrawal of exclusive licensed designs: in the case of a request to withdraw an exclusive design, they will be removed from the website by the Patternarium team, however, by contractual force, the Designer cannot make it available on another platform or use the Design, for the duration of the exclusivity, under penalty of contractual and non-contractual civil liability for losses and damages.
3. GRANT OF LICENSE
​
3.1. Types of Licensing: By agreeing and signing this term, the Designer chooses one of the types of license offered by the intermediary:
a) License for Limited Commercial Use without Exclusivity (Commercial License): This license allows the Company to acquire the right to use the design for commercial purposes, but not exclusively, for a period of 5 years with a maximum circulation of 5 thousand meters or units. Including but not limited to application in fabrics, clothing products, decorative items, stationery, online and printed advertising material. Use in the brand's visual identity is not permitted, and any type of registration is prohibited. Other companies can acquire the same license for the same print. Non-substantial alteration and editing of the purchased Design is permitted.
b) License for Exclusive Commercial Use (Exclusive License): This license grants the Company the exclusive right to use the design for commercial purposes, as well as non-substantial editing and alteration of the acquired Design, preventing other Companies from using it during the exclusivity period, for period of 5 years without circulation limitation. Including but not limited to application in fabrics, clothing products, decorative items, stationery, online and printed advertising material. Use in the brand's visual identity is not permitted, and any type of registration is prohibited.
​3.2. Print licensing: In case a brand/company demonstrates interest in licensing a print available on the Patternarium Platform (website), the Designer, by signing this term, AGREES, APPOINTS, CONSTITUTES POWERS to Patternarium, as representative and intermediary, for the enter into a Commercial Use License Agreement, as per the option described in the licensing types (item 3.1, subitem a, b), granting full powers and authority to carry out all necessary and convenient acts related to the licensing of designs accepted by Patternarium, including, but not limited to, not limited to: a) representing in the negotiations of the Accepted Designs Licensing Terms and Conditions with licensed companies; b) make decisions regarding the negotiation and acceptance of the Licensing Terms and Conditions of Accepted Designs, including the acceptance of commercial and financial terms; c) sign, on their behalf, the copyright licensing agreement necessary to license the Accepted Designs.
​
​4. OBLIGATIONS OF THE COLLABORATING DESIGNER
​
4.1. Guarantees and Commitments of the Collaborating Designer: The Collaborating Designer, by agreeing and signing this term, guarantees and undertakes to comply with the following provisions:
4.1.1. Intellectual Property and ownership: you, Designer, declare that you are the sole and exclusive author and holder of the Intellectual Property Rights, including the moral and patrimonial rights of any content, including the Accepted Design, profile photo and cover photo that you upload to the website, and that you have full authority to accept this term.
4.1.2. No Prior Licensing: You, Designer, declare that you have not licensed, assigned or authorized, verbally or in writing, any Intellectual Property Rights in the Accepted Exclusive Design to third parties before or after submitting it to the Site.
4.1.3. Accuracy of Information: Guarantees that all captions, metadata, descriptions, titles and tags related to the Accepted Design are accurate and truthful, taking full responsibility for all information entered on the website;
​4.1.4. Absence of Violation of Third Party Rights: Ensures that the Accepted Design does not incorporate any material that violates the Intellectual Property Rights of third parties.
4.1.5. Appropriate Content: Declares that the Accepted Design does not contain obscene, blasphemous or defamatory content, and that its exploitation will not result in contempt of court, violation of laws or criminal or civil liability.
4.1.6. The use of Artificial Intelligence in Design Creation: The Designer recognizes that the use of artificial intelligence (AI) in the creation of designs is permitted as long as it meets the following conditions:
a) AI will not be used to create designs that constitute copying or plagiarism of existing works, and the Designer will be solely responsible for ensuring that the generated designs do not infringe copyright or other rights of third parties.
b) The Designer undertakes to clearly signal that a design was generated from or contains AI elements whenever applicable, providing transparency about the use of AI.
c) The Designer is aware that none of the designs generated with the help of AI can be licensed exclusively to third parties.
d) Designer represents and warrants that it has a valid and appropriate commercial license to use AI in creating designs, and that it will comply with all applicable laws and regulations relating to the use of AI.
4.2. Indemnity and Release of Liability: The Contributing Designer agrees to indemnify and hold Patternarium harmless from all actions, proceedings, costs, claims and damages of any nature incurred against Patternarium, as well as any compensation agreed by Patternarium, resulting from any breach or failure by the Contributing Designer to comply with any of the warranties and commitments set forth in this agreement.
​
5. PRICE AND PAYMENT
​
5.1. Pricing: Upon confirmation of an Accepted Design in accordance with clauses 2.1 and 2.2, the price for the Accepted Design will be assigned in accordance with the Patternarium pricing table determined for each license. If the price changes on the platform, the change does not affect the commission stipulated in item 5.2 of the Designer.
5.2. Commission: The Designer will receive, as payment for licensing, a percentage of 50% (fifty percent) in relation to the Price of each Accepted Design actually licensed, in accordance with Patternarium's Licensing Terms and Conditions.
5.3. Sale Notification: Each time a brand/company purchases a license of an Accepted Design in accordance with the Patternarium Licensing Agreement, Patternarium will notify the Designer via email. The corresponding Commission will be transferred to the Designer's account via PIX (for Brazilian Designers) or Paypal, according to the information provided by the Designer on the Website, within 40 days of notification of the implementation. Failure to receive email blocked by spam filters is not considered a violation of this clause by Patternarium.
​
5.4. Responsibility for Completing Payment Data:
5.4.1. Patternarium is not responsible for incorrect or inaccurate information provided by the Designer when making payments via PIX or Paypal.
5.4.2. The Designer is solely responsible for ensuring the accuracy and correctness of payment data provided to Patternarium.
5.4.3. Any problems or losses arising from incorrect or inaccurate payment information provided by Designer will be their responsibility, and Patternarium will have no obligation to reimburse or compensate them in such cases.
5.4.4. Patternarium will not be responsible for any unsuccessful or unauthorized transactions resulting from inaccurate payment information provided by Designer.
5.4.5. Designer agrees to indemnify and hold Patternarium harmless from any liability arising from incorrect or inaccurate payment information provided by Designer.
5.5. Full Payment: The Designer acknowledges that any payment due under clause 5.2 constitutes full and final compensation for all rights granted in this agreement, without entitlement to additional fees or compensation.
​
​6. TERM AND TERMINATION
​
6.1. Duration of the Contract: This contract will remain in force for an indefinite period of time, until terminated by one of the Parties, in accordance with this clause.
6.2. Termination for Non-Compliance: This agreement may be terminated, by either Party, in the event of non-compliance by the other Party with any clause of this Term, after 7 (seven) days of receipt of notification of such non-compliance and without the same being remedied, the injured party may carry out the termination, as provided for in Brazilian law.
6.3. Termination for Violation of Ethical Conduct: This contract may be terminated immediately, without prior notice, in the event of non-compliance by the other Party with any clause of this Term that could harm the morals and reputation of the other Party.
6.4. Termination Without Just Reason: This contract may be terminated, by either Party, in the event of an unreasonable breach of this Term, through the request for withdrawal of the Design in accordance with clause 2.3., or through communication, made by Patternarium to the Designer, of the non-continuation of the relationship established in this Term.
6.5. Termination by the Designer: The Designer has the right to terminate this agreement immediately by removing the Accepted Design from the Site or closing his registered account on the Site, provided that it is in accordance with the provisions of items 2.3 and 2.4.
​
​7. USE AND CONTINUED USE OF DESIGNS
​
7.1. Use for Publicity by the Intermediary: The Designer grants the Intermediary the right to free use of the designs made available on the Patternarium website for the purposes of publicity, promotion and advertising campaigns on its social networks, website, marketing materials and other publicity channels throughout the period in which the designs are available on the Patternaruim website.
7.2. Continued Use After Termination: In case of termination of this contract (item 6) or after the Designer requests the removal of a specific design from the Patternarium website, the Intermediary will continue to be authorized to use and display the design(s) that are in use on the website for advertising and non-licensing, such as banners, for a period of 90 days from the date of termination or withdrawal request.
7.3. Withdrawal After 90 Days: After the expiration of the 90-day period mentioned in section 7.2, Intermediary agrees to cease any further use of the withdrawn designs unless a separate agreement is established between the parties.
7.4. Exclusion of Liability: The Intermediary agrees not to use the designs in a way that is harmful to the Designer's reputation or in a way that violates any copyright or other intellectual property rights of the Designer.
​
​8. COLLABORATION BETWEEN THE PARTIES
​
8.1. Principle of Good Faith and Cooperation: The Parties recognize the importance of good faith and mutual cooperation for the success of this agreement. Both Parties agree to act honestly, transparently and diligently in all matters related to this term.
8.2. Information about Authorship: In the event that any doubt or dispute arises regarding the authorship of the designs developed, the Parties undertake to fully cooperate in obtaining and providing relevant information that can clarify the authorship in a fair and accurate manner.
8.3. Generation of Evidence: If necessary, the Parties agree to collaborate in the generation of evidence, documents or evidence that is relevant to the execution of this contract or to the resolution of any dispute arising therefrom. This may include, but is not limited to, the production of records, written communications, or testimony as required by the circumstances.
8.4. Confidentiality Maintained: All information shared between the Parties within the scope of this collaboration will be treated with due confidentiality, in accordance with the confidentiality provisions established in this agreement.
8.5. Dispute Resolution: In the event a dispute arises in connection with the collaboration or performance of this agreement, the Parties agree to first seek an amicable resolution through direct negotiations.
​
9. RIGHT OF RETURN
​
9.1. If legal actions are proposed as a result of acts or omissions by the Designer during the term of this agreement, and Patternarium appears as a party to the defendant (defendant), the Designer must provide and submit everything else that is necessary to move the Patternarium away from the passive pole;
9.2. If Patternarium remains at the receiving end of proposed actions for any reason, acts or omissions for which the Designer is responsible, especially in cases of copying of designs by the Designer who in this contract confirms to be the sole and exclusive owner of the Design now sold, it will be the Designer bears all expenses inherent to them, such as costs, legal fees, succumbing fees, contractual fees and any other amount of conviction or obligation to make, as a right of recourse before Patternarium, if an action is filed against them.
​
10. PROTECTION OF PERSONAL DATA
​
10.1. The Parties undertake to comply with national and international legislation and/or regulations, if applicable to the business, related to Data Protection Laws and Regulations and undertake to comply with it, guaranteeing the integrity of the Personal Data shared, due to the this contract.
10.2. The Parties declare that they know, observe and comply, when applicable to the object of service provision, with all Data Protection Laws and Regulations in force on the date of signature of the contract or which come into force during the term thereof, applicable to Data Processing Contractor's Personal including, but not limited to, PDPA.
10.3. The Parties are obliged to preserve confidentiality, security and integrity when applicable to the processing of Personal Data, to avoid loss, misuse, alteration, unauthorized access and misappropriation due to the processing of Personal Data.
10.4. The Parties are prohibited from copying, transferring, duplicating, or carrying out any action aimed at creating a new database containing Personal Data outside the initially contracted scope.
10.5. The Parties may transmit and/or disclose Personal Data to third parties when such data communications become necessary or appropriate (i) in light of applicable law, (ii) in compliance with legal obligations/court orders, (iii) as determined by the National Data Protection Authority or other competent supervisory authority, or (iv) respond to allegations of alleged violation of third party rights and improper disclosure of third party contact information, and to protect the rights, property or safety of third parties or the Parties.
10.6. The duty of confidentiality and the remaining obligations set out in this clause will remain in force for an indefinite period of time, even after the termination of this agreement, for any reason.
​
11. IMAGE USE AUTHORIZATION
​
11.1. By agreeing and signing this term, the Designer authorizes Patternarium to use, reproduce, distribute and display the images they upload to the website, waiving any copyright claims or financial compensation. The use will be exclusively for the website and official Patternarium communication channels and marketing purposes, this authorization is valid for the term of this agreement.
11.2. By agreeing to this Term, the Designer declares to be the legitimate owner of the copyright and image of said profile and cover image, and waives any copyright claims or financial compensation. This authorization is valid for the term of this agreement.
​
12. CONFIDENTIALITY
​
12.1. Confidential Character: The Designer acknowledges and agrees that the information related to the purchaser of the license through Patternarium is strictly confidential, and the Designer does not, under this term, have the right to have access to this information. The Designer declares that it will not investigate the identity of the Licensee(s) who purchase their Designs on the Patternarium platform, under penalty of breach of these Terms.
12.2. Prohibition of Contact with Licensee: The Designer agrees not to contact Licensee(s) that he eventually becomes aware of, through recognition of their creation or any related party. Disclosure, negotiation or discussion of the designs made available by them on the Patternarium website is prohibited, during and after the licensing period.
12.3. Consequences of Violation: Failure to comply with this secrecy and confidentiality clause will constitute a material breach of this agreement and may result in legal measures, including, but not limited to, compensation for damages, precautionary measures and immediate termination of this agreement.
​
13. MISCELLANEOUS
​
13.1. Notifications: All notifications will be delivered via email. Patternarium's email address will be displayed on the Website and the Designer's email address will be as set out in their registration details registered on the Website.
13.2. Designer agrees to receive email notifications from Patternarium and acknowledges that Patternarium will not disclose their email address to any third party except as necessary to fulfill obligations.
13.3. Absence of Labor Relationship: The Parties recognize and agree that this term establishes a strictly commercial and contractual relationship. There is no, nor will it be inferred, any employment relationship between them, whether based on the obligations stipulated here or on the activities carried out within the scope of this contract.
13.4. Absence of Fiscal and Tax Linkage: The Parties acknowledge and agree that they are responsible for complying with all fiscal, tax and social security obligations arising from this contract, in accordance with applicable laws, regulations and standards. Neither Party is responsible for paying taxes or social contributions of the other Party. Each Party undertakes to maintain its own accounting and tax records in accordance with applicable laws and to comply with all tax and social security obligations related to its respective businesses and activities.
13.5. This contract constitutes the entire agreement between the Parties and replaces all previous agreements, promises, guarantees, representations and understandings, whether written or oral, related to its subject matter, in accordance with Brazilian law.
​
​14. APPLICABLE LEGISLATION AND JURISDICTION
​
14.1. Applicable Law: This agreement will be governed and interpreted in accordance with Brazilian laws.
14.2 This LICENSE AGREEMENT is valid for the territorial extension of the Federative Republic of Brazil and for other countries recognized by the international community.
14.3. This agreement shall be governed by and read in and construed in accordance with Brazilian Laws and the parties hereto submit to the exclusive jurisdiction of the Courts of Belo Horizonte (Brazil) for the settlement of any disputes hereunder.
​
This Term was read and understood by both Parties, who accept it of their own free will and recognize that they are bound by its terms and conditions.
​
I have read and accepted the conditions and grant powers to license my designs, as per item 3.2.
​
Last update: 01-25-2024 (mm-dd-yyyy)