1 ABOUT THESE TERMS

1.1 These terms and conditions (Terms) set out the terms on which you can purchase digital design assets / tools (Design Assets) through our website (Website). You must accept these Terms for us to provide the Design Assets to you.

1.2 Please read these Terms carefully. These Terms tell you who we are and other important information. They describe how we sell our Design Assets, set out your rights and responsibilities and tell you what to do if there is a problem. These Terms also limit our liability.

1.3 Some of these Terms only apply if you are purchasing Design Assets as a consumer. This means that you primarily use the Design Assets for personal use (and will not use our Design Assets for commercial, business or resale purposes). Terms that only apply to consumers will be marked clearly.]

1.4 By purchasing our Design Assets, you are agreeing to these Terms. If you do not agree to these Terms, you must not purchase our Design Assets.

1.5 Please note that we reserve the right to update, change or replace any part of these Terms at our sole discretion. However, the terms which apply to your order will be those in force at the time you submitted your order to us.

1.6 We will collect some personal data about you in order to process your order (e.g. your name, email address, payment details and delivery information). [For information regarding how we process personal data, please see our privacy policy at https://www.bracken.design/pages/privacy-policy.]

2 WHO ARE WE?

2.1 We are Bracken, [Sole Trader Timothy Saunders trading as 'Bracken'] (we/us/our).

2.2 We are a Design Studio and in the business of selling digital assets / tools for designers & artists.

2.3 If you have any questions about these Terms, please contact us using the details below:

• Email: licenses@bracken.design

3 PLACING AN ORDER

3.1 To purchase our Design Assets, you need to place an order on our Website.

3.2 Please check your order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

3.3 The order will only be accepted when we send you a written acceptance of the order by email, at which point a contract between you and us will be created that is subject to these Terms. We will then send you a confirmation email to let you know how you can receive the Design Assets.

3.4 We reserve the right to accept or reject any order at our discretion. If we are unable to accept your order, we will notify you as soon as possible.

If you are a consumer:

3.5 If you would like to make any changes to your order after you have submitted it, please contact us as soon as possible and we will let you know if it is possible to change your order.

4 DESCRIPTION OF OUR DESIGN ASSETS

4.1 The description of the Design Assets is as set out on our Website on the Individual Product's page.

4.2 We cannot guarantee that the colours displayed on your device when using purchased Design Assets will match the exact colours shown on our Website. The colours of the Design Assets may vary depending on what device you are using and your settings.

4.3 Where your device is required to meet technical requirements to run or display Design Assets purchased on our Website, we will make this clear on our Website on the individual product's page (Under a tab named 'Tech Specs').

4.4 We are not responsible for Design Assets which fails to meet its description where your device does not meet the technical requirements as set out on our Website.

4.5 When providing our Design Assets to you, we will:

4.5.1 provide our Design Assets to you in accordance with these Terms; and

4.5.2 comply with all applicable laws.

5 DELIVERY OF DIGITAL DESIGN ASSETS

5.1 The Design Assets you purchased can be downloaded or accessed via the link we provided you in your order confirmation email.

5.2 If you download Design Assets onto someone else’s device, please make sure you obtain the owner’s permission before downloading Design Assets onto their device.

5.3 If you are having any trouble downloading or accessing the Design Assets, please email us at sales@bracken.design.

6 LICENCE

6.1 Where you use the Design Assets in accordance with these Terms:

6.1.1 we grant you a limited, worldwide, non-transferable, non-sublicensable, non-exclusive license to use the Design Assets for the term described in the ordering document (“Term”). [and, where you are a business customer, for use within your business and to access the content provided for internal business purposes only]; and

6.1.2 you shall be limited to the number of users paid for in accordance with our charges. We will confirm the number of users.

[6.2 So as long as you do not violate any restrictions set out in these Terms, you may make a limited number of copies of the Design Assets for the purpose of providing a backup in accordance with your own internal operating procedures.]

7 USAGE

THESE TERMS PERMIT NON-COMMERCIAL USE ONLY

DEFINTION OF COMMERCIAL USE

"Commercial" use refers to any activity involving the Design Assets that:

1. Entails an exchange of money, goods, services, or other forms of compensation.
2. Serves to promote or support a business entity, product, or service.
3. Seeks or results in financial gain or other benefits, either directly or indirectly, from the use of the Design Assets.

If any of these criteria are satisfied, the usage is classified as "Commercial."

DEFINITION OF NON-COMMERCIAL USE

"Non-Commercial" use pertains exclusively to activities conducted for personal purposes without any intention of financial gain or commercial advantage. Any use that aligns with the definition of "Commercial" use cannot be deemed "Non-Commercial."

USE BY DESIGNERS BY THIRD PARTIES

Design Assets may be incorporated into commercial projects for third-party clients where you are the designer creating the work. However, transferring the original, unedited Design Assets to any third party is strictly prohibited

ALLOWED USES

7.1 Personal work, Art Projects and any other form of Non-Commercial work.

7.2 Personal social media content.

USES NOT PERMITTED

7.3 Use in client work, whether that be free or paid work. This includes, but is not limited to; branding, logos, stationary, posters, packaging, social media content (client use).

7.4 Digital paid advertisements, both static and motion.

7.5 Publishing projects (print and digital) including book covers, magazines, zines, art books, editorial illustration, comics and design books.

7.6 Physical end products for sale. This includes, but is not limited to; apparel, packaging, prints, posters, homewares.

7.7 Broadcast and streaming.

7.8 Desktop web and mobile applications, including websites.

7.8 You must not:

7.9.1 sell, distribute, reproduce, copy, transfer, translate, modify, adapt, create derivative works from, deconstruct, reverse engineer, decompile or disassemble, rent, lease, loan, sub-license or otherwise deal in copies or reproductions of the Design Assets to other parties in any way except as permitted by these Terms;

7.9.2 remove, delete, obscure, disable, modify, add to, tamper with, or circumvent any program code or data, copyright, trademark, or other proprietary notices, labels or copy protection Design Assets contained on or within the Design Assets ;

7.9.3 exploit the Design Assets (or part of), content contained in it, any of our related literature, for any commercial purpose;

7.9.4 export or re-export the Design Assets or any copy or adaptation in violation of any applicable laws or regulations;

7.9.5 create data or executable programs which mimic data or functionality in the Design Assets;

7.9.6 use the Design Assets for any illegal or immoral purposes;

7.9.7 use the Design Assets to make any other Design Assets or programme which is substantially similar to the Design Assets.

7.9.8 use the Design Assets as a final piece of work as a singular piece of work. The Design Assets must be manipulated and used with other elements in a design that ends up on a product for sale or client project.

7.9.9 supply files that are part of the Design Assets as part of a template or client facing design. All live effects should be rasterized upon sharing source files.

7.10 You agree not to perform any security testing on the Design Assets unless agreed with us in writing.

7.11 You do not have permission and are not permitted to access the Design Assets in source code form.

USES REQUIRING AN EXTENDED LICENSE

7.12 Use by organizations or subsidiaries with annual revenue of more that £250 Million GBP and/or 100 or more staff.

7.13 Any uses with limits above that which are mentioned under 'Allowed Uses'.

8 OUR INTELLECTUAL PROPERTY RIGHTS

8.1 You agree that we and our licensors own all intellectual property rights in the Design Assets . These Terms do not grant you any rights to any intellectual property rights in the Design Assets except as expressly set out in these Terms.

8.2 You must not use our trade marks or our trade names on your website or in any marketing materials without our express written consent.

9 PRICE AND PAYMENT

9.1 The price for our Design Assets will be shown on the Website and as set out in your order (Price). The Price is inclusive of VAT.

9.2 Prices for our Design Assets may change at any time. This will not affect existing orders unless:

9.2.1 the information you provided us in relation to your order was materially different from the information we required in order to provide the Design Assets; or

9.2.2 there has been an error on the Website regarding the pricing of any of our Design Assets and this affects your order, we will try to contact you using the contact details you provided when you placed your order. If this happens, we will give you the option to re-confirm your order at the correct price or to cancel your order.

9.3 We will charge the Price to the credit or debit card that you have provided at the time we accept the order. All amounts due must be paid in full in advance.

9.4 We accept the following credit cards and debit cards: Visa, Mastercard, Maestro, Amex, Discover, Diners Club, Union Pay. You can also pay by PayPal, Google Pay. All credit card and debit card payments need to be authorised by the relevant card issuer.

10 IF THE CONTENT IS FAULTY

10.1 Where the Design Assets or deliverables do not meet the descriptions on our Website:

If you are a consumer:

10.2 The Design Assets that we provide to you must be as described, fit for purpose and of satisfactory quality. We are under a legal duty to supply material that is in conformity with our contract with you.

10.5 If the Design Assets is faulty or misdescribed, please contact us as soon as reasonably possible at [https://www.bracken.design/pages/contact].

If you are a business customer:

10.8 We shall, at our option, remedy the fault with the Design Assets or refund (in whole or in part) the Price for the Design Assets.

11 YOUR OBLIGATIONS AND RESTRICTIONS

11.1 You agree that:

11.1.1 you will provide complete and accurate information when placing an order;

11.1.2 you are responsible for making sure that the information you provide us in order to enable us to provide the Design Assets is correct;

11.1.3 you will comply with these Terms, and any other documents referred to in it, when using our Website and placing an order for Design Assets; and

11.1.4 in reading and accepting these Terms, you are aware of and understand your rights and responsibilities, and if you are not sure, you have contacted us [https://www.bracken.design/pages/contact] for help or more information.

12 TERM AND TERMINATION

12.1 A contract shall start when we have provided you with written acceptance of your order and shall go on until:

12.1.1 all Design Assets has been delivered; in which case the contract shall expire;

12.1.3 the contract is terminated in accordance with clause 10;

12.1.4 we exercise our right to end the contract under clause 13.

13 OUR RIGHT TO END THE CONTRACT

13.1 We may terminate any and all contracts we have with you at any time by contacting you in writing if:

13.1.1 you commit a serious breach of these Terms;

13.1.2 you do or take part in anything illegal when using our Website or purchasing our Design Assets; or

13.1.3 you fail to pay any amount due under a contract on the due date.

13.2 You can cancel your order under clause (your rights as a consumer) or clause 10 (if the content is faulty).

13.3 Our right to terminate does not affect any of your rights.

14 OUR LIABILITY TO YOU

14.1 We are not liable to you for any losses you incur where the delivery of the Design Assets is delayed or cannot be delivered because you fail to make information available to us or fail to provide us with adequate instructions or information to allow us to deliver the Design Assets.

14.2 We are not liable to you for any loss or damage that was not foreseeable, any loss or damage not caused by our breach or negligence, or any business loss or damage. If we are affected by an unforeseeable event, we will promptly write to you to let you know if this means we are unable to fulfil the contract.

14.3 Nothing in these Terms excludes or limits our liability for any death or personal injury caused by our negligence, liability for fraud or fraudulent misrepresentation, or any other liability that the law does not allow us to exclude or limit.

15 GENERAL

15.1 You are not allowed to transfer your rights or obligations under these Terms to anyone without our prior written consent. We may transfer our rights and obligations under these Terms to another business without your consent, but we will notify you of the transfer and make sure that your rights are not adversely affected as a result.

15.2 If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms will not be affected.

15.3 If you breach these Terms and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms.

15.4 Under these Terms, notices must be in writing and sent to the other party's address or email address, as set out in the order confirmation. Letters sent in the United Kingdom will be deemed delivered in 3 business days (excluding English Bank Holidays), after sending. Emails will be deemed delivered the same day (or the next business day, if sent on a non-business day or after 5pm on any business day at the recipient's location).

15.5 Each contract, these Terms and the terms of each accepted order represent the entire agreement between us and replace any terms and conditions of purchase or supply that you have been provided with previously.

15.6 Each contract, these Terms and the terms of each accepted order and any dispute or claim arising out of them will be governed by, and interpreted in accordance with, the laws of England and Wales and the parties agree that the courts of England and Wales will have exclusive jurisdiction to settle such disputes or claims.

15.7 We shall defend, indemnify, and hold you harmless from and against any claim by a third party alleging that the Design Assets infringe a patent, copyright, trademark or other intellectual property right.