Terms & Conditions
IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND FROM PURCHASING OUR PRODUCTS AND SERVICES, AND YOU MUST DISCONTINUE USE OF THE SITE IMMEDIATELY AND NOT ENGAGE IN BUSINESS WITH PIQUE LABEL.
If you have any questions about our Terms and Conditions, please contact us at support@piquelabel.com.
Effective Date: January 1, 2020 | Last updated: July 18, 2023
Product licensing Agreements
EXCLUSIVE TERMS
NON-EXCLUSIVE TERMS
Definitions
Terms of Use
GENERAL & WEBSITE-SPECIFIC TERMS
TERMS OF SERVICE
EXCLUSIVE PRODUCT LICENSING AGREEMENT
This Exclusive Product Licensing Agreement (herein “Agreement”) is by and between, on the one hand, Pique Label, a California LLC, (hereinafter “Licensor”), and on the other hand, you, the purchaser of the Product, (hereinafter “Licensee”), referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
The Parties hereby agree that the following terms and conditions shall establish the Parties rights, restrictions, and obligations as they relate to the Parties use of the Exclusive Product.
Overview
Scope of Agreement
Your (Licensee’s) Rights, Restrictions, and Obligations
Pique Label’s (Licensor’s) Rights, Restrictions, and Obligations
Mutual Rights, Restrictions, and Obligations
Ownership and Copyright
Delivery of Product
Royalties/Payments
Refunds
Term and Termination
Legal Action
Indemnification
Representations
Relationship of the Parties
General
Counterparts; Electronic Signatures
Exhibits
Overview
Below is a brief overview, in layman’s terms, of some of the key takeaways in this Exclusive Product Licensing Agreement. This overview is provided for your convenience only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor does it replace the need for you to read the Agreement in its entirety.
All sales are final. There are no returns or refunds.
Purchase of an Exclusive Product does not give you ownership of the product, nor does it transfer title or the copyright to you.
Purchase of an Exclusive Product does grant you Exclusive, use-specific rights to use the Design(s) according to the terms of this Agreement.
You are not granted any rights under this Agreement to the imagery and type used to create the Design(s) because they are in the public domain and/or distributed under a “no rights reserved” license.
You may use an Exclusive Product to create labels/packaging for the following product categories only: Food, Beverage, Tobacco, and Cannabis.
You may use the Exclusive Product to create any promotional items/materials for your food, beverage, tobacco, or cannabis product, but such items must prominently include your product name/brand. Click here for visual examples.
SCOPE OF AGREEMENT
This Agreement provides a single license to the Design(s) contained within the Exclusive Product.
The Design is created with Third Party Content that belongs to persons other than Pique Label. All Third Party Content used to create the Design is either in the public domain or freely provided by its owner under a “no rights reserved” license. As such the Third Party Content is not licensed to the Licensee under this Agreement as Pique Label does not have the rights to do so.
Products may include supplementary files other than the Design (e.g. Mockup Tool, Product Guide, Customization Form, etc) that are not included in this license. These supplementary files are the intellectual property of Pique Label, are provided as a convenience to the Licensee, should only be used internally, should not be extracted from product, and should not be displayed or distributed publicly.
Most of the terms provided in this Agreement are non-negotiable.
YOUR (LICENSEE’S) RIGHTS, RESTRICTIONS, AND OBLIGATIONS
ALLOWABLE USE. Licensee is granted a “use-specific” worldwide, perpetual, unlimited, royalty-free, assignable license to use, publicly display and publicly perform, publish, reproduce, modify, and create Derivative Works of the Design for the following purposes only:
PRIMARY USE: Creation of labels/packaging for the following product categories only:
- Food
- Beverage
- Tobacco
- Cannabis
SECONDARY USE (permitted only in conjunction with Primary Use):
For any of the products listed above for which the Licensee chooses to create labels using the Design (or any portion thereof) for a product that the Licensee is actively selling, the Licensee may also use the exact same Design and any portion thereof to create a broad range of promotional items. The Licensee may create anything for which the main function is the promotion of their product (and/or the brand that is associated with that product) as long as that product falls within one of the permitted categories defined above in Primary Use. The promotional items may be tangible or intangible, virtual or real, digital or printed; examples include but are not limited to apparel, point-of-sale displays, drinkware, publications, sales and marketing materials, food and beverage centric events, tasting/blending classes, packaging, advertisements, gift sets, tours, etc. Restrictions apply. Click here for visual examples.
EXCLUSIVITY. The Licensee is granted an Exclusive “use-specific” license to the Design which is limited to the Primary and Secondary uses described above. The copy rights to the Design and its Design Components are retained by their respective owners. As the Design Components (type and imagery) are either in the public domain and/or were distributed by their copyright owner under a “no rights reserved” license, the Licensor is not granted any rights herein to the Design Components as the Licensor has no authority to do so. Consequently, the copyright owners of the Design Components are free to use their works in ways that overlap with the usage rights granted to the Licensee.
For Example: The Licensee may use the Design to create a branded t-shirt to promote a wine product they created using the same Design. Similarly, the owner of one of the Design Components may also create a t-shirt using that component. It is possible that the t-shirts will look identical except that the Licensee’s t-shirt must prominently display the brand name associated with the wine product as the Licensee may only use the Design to create apparel for promotional purposes.
WORLDWIDE. The Licensee may use the Design, within the scope of the license granted herein, worldwide.
PERPETUAL. This Agreement does not have a limited term. Rather, once Licensee has paid the fee recited below in ROYALTY-FREE (PAID UP), Licensee or its successors or assignees may use the Design in perpetuity within the scope of the license granted herein.
UNLIMITED. Licensee may use the Design in any of number of projects in any media.
ROYALTY-FREE (PAID UP). Licensee shall not be required to pay future royalties. Licensee is only required to submit a one-time payment as defined here.
ASSIGNABLE. Licensee may assign the sublicense to the Product, but only according to the terms outlined here.
DERIVATIVE WORKS. Licensee may alter or create Derivative Works of the Design, but only according to the terms outlined here.
CONCURRENT USAGE REQUIRED. Licensee may use the Design for any ‘Secondary Use’, as outlined here, only if Licensee is simultaneously selling a food, beverage, cannabis, or tobacco product, as outlined here, whose label incorporates the same Design.
NO PROHIBITED USAGE. Licensee may not use the Design for any purpose other than the Primary and Secondary use described above in ALLOWABLE USE. Any other use of Design must be with the express permission of Pique Label and may require additional licensing and the payment of fees, unless otherwise agreed to in writing.
NO UNLAWFUL OR INAPPROPRIATE USE. Licensee may not use Design in an unlawful manner, or in a pornographic, defamatory, or in any other manner that may disparage or adversely affect the artistic, personal, or business reputation of its copyright holder(s). Licensee represents and warrants that Licensee will comply with all local, state, federal, and international laws and regulations relating to the use of Design.
LIMITED TRADEMARK USE. Licensee may use the Design as part of a trademark, design mark, trade name, business name, service mark, or logo, but registration is limited to only the following USPTO International Classes (or international equivalents) under the ‘Goods’ category that are (1) related to food, beverage, tobacco, and cannabis, and (2) associated with human consumption:
029 Meats and processed foods
030 Staple foods
031 Natural agricultural products
032 Light beverages
033 Wines and spirits
034 Smokers articles
NO FALSE REPRESENTATION OF AUTHORSHIP. Licensee may not falsely represent that Licensee is the original creator or copyright holder of the Design.
PIQUE LABEL’S REQUIRED BRANDING. If the Design contains Pique Label’s brand name/logo, the Licensee is prohibited from removing it. Pique Label’s branding must be included whenever the Design or any portion thereof is being used for any Primary Use described above in ALLOWABLE USE. Licensee understands that, at the discretion of Pique Label, Pique Label’s brand name/logo may be used in association with image recognition software or an augmented reality program that will cause the content to become an interactive element that, when scanned with a smart device, can digitally navigate the user to Pique Label’s website or other online presence/media.
LICENSEE’S REQUIRED BRANDING. Licensee understands their trademark/brand name must be conspicuously displayed when the Design or any portion thereof is used for any Secondary Use use described above in ALLOWABLE USE. The trademark/brand name must be consumer-facing and placed in a prominent and clearly visible location atop or directly adjacent to the Design.
COPYRIGHT TO DERIVATIVE WORKS. Licensee is required to assign to Pique Label, ownership in and to the copyright rights to any Derivative Works of the Design created by the Licensee. Consequently, the use of the Derivative Works is restricted and cannot exceed the scope of rights the Licensee is granted herein to the Design.
COMPLIANCE REVIEW. Licensee confirms it is their responsibility to review the Design with a regulatory compliance professional prior to printing or labeling to make sure the Design adheres to U.S. wine labeling laws or any laws pertinent to Licensee’s use of the Design. The Licensee may not hold Pique Label responsible for damages, liabilities, costs, losses or expenses arising out of Licensee’s inability to obtain a Certificate of Label Approval (C.O.L.A.) or other types of approvals from other governmental or regulatory agencies or entities.
SUBLICENSING. The Licensee is obligated to adhere to the following requirements when assigning the sublicense to the Design:
Delivery of Original Product. The Licensee must deliver to the assignee a complete, unaltered copy of the original Product, as purchased by Licensee.
Surrender Rights. The Licensee must transfer all of its contractual rights, restrictions, and obligations (as defined here) to the assignee, but may retain the rights and must adhere to the perpetual post-sublicensing terms and conditions defined below in POST SUBLICENSING.
Provide Original Agreement/Terms. The Licensee must provide to assignee either a copy of this entire Agreement or, if drafting a new agreement for the assignment, include an exact copy of all the terms and conditions that govern the use of the Design by all persons/parties.
POST SUBLICENSING. The Licensee must adhere to the following perpetual terms and conditions when assigning the sublicense to the Design:
Possession. The Licensee is required to remove and destroy all copies of the Product/Design that are in their possession. See exception regarding self-promotion below.
Self-Promotion Exception. The Licensee may retain and publicly display and publicly perform, publish, and reproduce only flattened images of their “Licensee Creations” for business self-promotion purposes only and not to directly promote/market/sell the product or brand they created.
For example: Licensee is a wine producer who used the Design to develop a comprehensive wine brand that includes packaging, marketing materials, advertisements, point-of-sale displays, merchandise, etc. The wine producer later sells the brand and sublicenses the Design to a buyer. The wine producer may, as a part of their portfolio, display images of the brand they developed using the Design.No Commercial Use. The Licensee is required to discontinue any commercial use of the Design.
For example: Licensee used the Design to create wine labels for several wine products sold throughout the world as well as for the creation of wine-related merchandise they sell in their tasting room. They also used the Design to create a mural on a large wall in the winery. Upon sublicensing the Design, the Licensee is required to remove the mural from the winery wall and discontinue selling wine products and wine-related merchandise bearing the Design.No False Representation of Authorship. Licensee may not falsely represent that they are the original creator or owner of the Design.
Notifications. The Licensee is required to notify the Licensor in writing of any theft, unauthorized use, infringement, misappropriation, dilution, or other violation or infringement of the Design of which the Licensee becomes aware.
PIQUE LABEL’S (LICENSOR’s) RIGHTS, RESTRICTIONS, AND OBLIGATIONS
LIMITED USE. The Licensor may publicly display and publicly perform, publish, and reproduce the Design in periodicals and other media, or public exhibitions for the purposes of self-promotion, recognition of creative excellence, or professional advancement.
ALTERNATE USE. The Licensor may extract and reuse any Design Components used in the Design for the purpose of creating new, distinct designs (hereinafter “new designs”) as long as (a) the Licensor’s use of the Design Components does not infringe the rights of the copyright holders and (b) to the average consumer, the “new designs” are unique and not easily confused with the Design contained in the Product.
The “new designs” can be used for any purpose except for the following*:
to create or advertise food, beverage, cannabis, or tobacco product packaging.
to create or advertise products that are food, beverage, cannabis, or tobacco-centric.**
to advertise or represent product-based companies that are food, beverage, cannabis, or tobacco-centric.
to perform or advertise services that are food, beverage, cannabis, or tobacco-centric.
to advertise or represent service-based companies that are food, beverage, cannabis, or tobacco-centric.
to perform or advertise experiences that are food, beverage, cannabis, or tobacco-centric.
to advertise or represent experienced-based companies that are food, beverage, cannabis, or tobacco-centric.
* Provided, however, that “new designs” may be used for any purpose, including those listed above if they are created using only type/fonts and/or common/indistinctive shapes or textures extracted from the Design.
**Provided, however, that the Licensor may use the Design Components or the “new designs” for the creation of consumer products that are used for the display, storage, serving, and consumption of food, beverage, cannabis, and tobacco products. Examples include, but are not limited to, drinkware, coasters, bar tools, wine racks, serving trays, cigar boxes, pipes, stoppers, dispensers, decanters, totes, gift bags, cutting boards, etc. Products can be manufactured via a third party such as a print-on-demand company (e.g., Zazzle, Society6, Redbubble, CafePress, etc) as long as Licensor is not required to enter into an agreement that infringes the rights of Licensee or others.
TAKE LEGAL ACTION. Pique Label has the right, but not the obligation, to bring any litigation, enforcement action, proceeding, or other legal action (collectively the “Action”) against any unauthorized use, infringement, misappropriation, dilution, or other violation of the copyright or trademark rights in and to their Intellectual Property.
COOPERATE IN LEGAL ACTION. Pique Label agrees to cooperate in any Action that the Licensee may undertake to protect their rights, and upon Licensee’s request, Pique Label will execute, file, and deliver all documents and proof necessary for that purpose, including being named as a party plaintiff to the action as required by law. The Licensee will pay all costs and fees connected with such an effort and shall be entitled to retain the entirety of any award arising from Action. However, having joined as party plaintiff in an Action initiated by the Licensee, Pique Label may actively participate and be represented in the Action by its own counsel and at its own expense. Neither the Licensee or Pique Label will have any claim of any kind against the other based on, or arising out of its handling of, or decisions concerning, any Action, settlement, or compromise.
OWNERSHIP OF DERIVATIVES. Pique Label will retain the copyright to Derivative Works created by the Licensee.
COPYRIGHT REGISTRATION. Pique Label may choose to register its works with the United States Copyright Office, making Pique Label eligible for statutory damages, attorneys’ fees, and costs for any infringements of their work.
COPYRIGHT INFRINGEMENT CLAIM. If a third party makes claims of copyright infringement against the Licensee, Pique Label agrees to cooperate with Licensee in any legal action that Licensee may undertake to defend against those claims. Upon Licensee’s request, Pique Label will deliver all documents and proof that they are able to provide such assistance, for that purpose, including being named as a party defendant to the action as required by law. Licensee will reimburse the reasonable out-of-pocket expenses incurred by Pique Label in providing such assistance. Licensee will be entitled to the entirety of any award arising from the action. Pique Label will have no claim of any kind against Licensee based on, or arising out of Licensee’s handling of, or decisions concerning, any action, settlement or compromise.
CORRECTIONS. If Product is delivered to Licensee with defects and, if requested by Licensee, Pique Label is obligated to assist in the resolution of the issue(s) within a commercially reasonable time. Licensee has up to six (6) months after the purchase date to report any defects with the Product.
LEGAL ACTION. Pique Label will maintain sole control and discretion over the prosecution and maintenance with respect to the enforcement of all rights, including all intellectual property rights to their Product. Pique Label will have the primary right, but not the obligation, to bring and control any litigation, enforcement action, proceeding, or other legal action (collectively the “Action”) to prevent, and to pursue monetary damages for, losses arising from any unauthorized use, infringement, misappropriation, dilution, or other violation of their IP.
COPYRIGHT. The Design and all rights relating to it, including copyright and ownership rights in the media in which the Design is stored, remain the sole and exclusive property of Pique Label. Pique Label retain all right, title, and interest, throughout the world, to their Design and any copies of the Design, whether made by, or on behalf of, the Licensee.
RIGHTS TO LICENSEE’S CREATIONS:
SELF-PROMOTION. Pique Label has the right to publicly display and publicly perform, publish, and reproduce Licensee’s Creations in periodicals and other media, or public exhibitions for the purposes of self-promotion, recognition of creative excellence, and professional advancement, but only after Licensee’s Creations have first been publicly displayed by the Licensee or on behalf of Licensee by a third party. This includes Pique Label’s right to publicly display and publicly perform, publish, and reproduce Licensee’s intellectual property contained within Licensee’s Creations as well as the right to publicly display and verbally announce any DBA or trade name(s) contained within Licensee’s Creations as well as link to or “tag” any website or other online presence that represents the company when Pique Label is exercising the aforementioned rights.
NO FALSE REPRESENTATION OF AUTHORSHIP. Pique Label may take credit for their part in the creation of the Design, but may not falsely represent that they are the author of the Licensee’s Creations.
MUTUAL RIGHTS, RESTRICTIONS, AND OBLIGATIONS
SECURITY. Parties agree to take necessary steps to diligently protect the Product. As such, they warrant and guarantee that any copies of the Product in their possession will be stored in a safe and password protected location so as to minimize the possibility of loss, theft, or unauthorized use. If the Product is stored on a device that is connected to the Internet, Parties guarantee they will frequently run security firmware updates on the storage device, router, modem, etc. All-Parties will also ensure all applicable devices utilize firewalls and anti-virus software.
POLICING OF RIGHTS. Parties understand it is their responsibility to police the use of the Product to ensure neither they, their partners, affiliates, agents, representatives, or employees use the Product in a manner prohibited by this Agreement.
NOTIFICATIONS. Parties agree to notify each other in writing of any theft, unauthorized use, infringement, misappropriation, dilution, or other violation or infringement of the Product of which they become aware.
OWNERSHIP AND COPYRIGHT
EXCLUSION OF ALL OTHER RIGHTS
Except as expressly provided in this Agreement, the Licensee is granted no other rights or licenses whatsoever in or to the Design or supplementary items contained within the Product (e.g. Mockup Tool, Product Guide, Customization Form, etc). Pique Label reserves all rights and licenses not expressly granted in this Agreement. In particular, nothing in this Agreement conveys to Licensee the legal title to the Design.
OWNERSHIP OF DESIGN
The Design and all rights relating to it, including copyright and ownership rights in the media in which the Design is stored, remain the sole and exclusive property of Pique Label. Pique Label retains all right, title, interest, throughout the world, to the Design and any copies or Derivative Works of the Design, whether made by, or on behalf of, Pique Label or the Licensee.
COPYRIGHT AND TRADEMARK NOTICE AND MARKINGS
In no event may the Licensee remove any copyright or intellectual property notice, proprietary legend, trademark or service mark from any content within the Design or any other Product Components unless approved by Pique Label.
The Product may contain copyright management information (CMI) at the discretion of Pique Label in the form of either: 1) a copyright notice ©: and/or 2) other copyright and ownership information embedded in the metadata or elsewhere. Removing and/or altering such information is prohibited and constitutes violation of the Digital Millennium Copyright Act (DMCA), and Licensee will be responsible to Pique Label for any penalties and awards available under that statute.
COPYRIGHT AND TRADEMARK INFRINGEMENT
The Product is made up of original works of authorship that are protected by copyright and trademark laws of the United States of America.
Any use or exploitation of Design or any other Product Components by the Licensee that is not mentioned or that is expressly prohibited in this Agreement will be considered an infringement and may be pursued to the full extent of local and international laws.
DELIVERY OF PRODUCT
Upon completion of purchase, the Licensee will automatically be provided a link(s) from which to digitally download the Design. The Licensee will also receive a subsequent link(s) from which they can download the comprehensive product folder containing the Design and other supplementary materials.
ROYALTIES / PAYMENTS
The Licensee must pay a one-time fee which covers the licensing of the Design contained within the Product. The Licensee is not required to pay royalties to the Pique Label.
REFUNDS
All sales are final. Refunds will not be provided for any reason, principally due to the fact that there is no way to “return” digital products.
TERM AND TERMINATION
This Agreement shall commence as of the date of purchase and shall remain effective until (a) this Agreement is terminated or (b) Parties enter into a new, updated Agreement.
This Agreement may be terminated at any time by either party effective immediately upon written notice, or the mutual agreement of the parties, or if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement.
The Licensee can terminate this agreement by ceasing use of the Product, deleting or destroying any copies, and sending written confirmation to the Licensor.
Upon termination of this Agreement, the Licensee is required to cease using the Product, delete or destroy any copies, including Derivative Works, and send written confirmation of the same to Licensor.
LEGAL ACTION
Parties agree to cooperate in any Action that the other may undertake to protect the rights of the other, and upon Party’s request, the other Party will execute, file, and deliver all documents and proof necessary for that purpose, including being named as a party plaintiff to the action as required by law. The Party bringing the Action will pay all costs and fees connected with such an effort and shall be entitled to retain the entirety of any award arising from Action. However, having joined as party plaintiff in an Action initiated by a Party, the other Party may actively participate and be represented in the Action by its own counsel and at its own expense. Parties will have no claim of any kind against the other based on, or arising out of its handling of, or decisions concerning, any Action, settlement, or compromise.
INDEMNIFICATION
MUTUAL INDEMNIFICATION
Parties agree to indemnify, defend, and hold harmless the each other from any and all damages, liabilities, costs, losses or expenses of any kind (including reasonable outside attorneys’ fees) arising out of any reasonable claim, demand, or action by a third party to the extent arising out of any breach of Parties’ responsibilities, obligations, representations or warranties under this Agreement and/or its negligence or willful misconduct, if and when a final judgement has been rendered.
Either Party shall promptly notify the other Party in writing of any claim or suit, and in such circumstances: (a) the indemnifying Party has sole control of the defense and all related settlement negotiations; and (b) the other Party provides the indemnifying Party with commercially reasonable assistance, information and authority necessary to perform the indemnifying Party’s obligations under this section. The indemnifying Party will reimburse the reasonable out-of-pocket expenses incurred by the other Party in providing such assistance.
This indemnity shall not cover any claims in which there is a failure to give the indemnifying party prompt notice to the extent that such failure materially prejudices the defense.
NON-INDEMNIFICATION BY LICENSOR
Licensor will under no circumstances be obligated to indemnify, defend, or hold the Licensee, its affiliates, or its respective representatives, officers, directors, stockholders, employees, or agents harmless from any liability, claims, demands, causes of action, judgments, damages, or expenses (including reasonable attorneys’ and experts’ fees and costs) by a third party arising out of or as a result of Licensee’s use of the intellectual property licensed under this Agreement, provided, however, that in the event Licensor’s representations and warranties as set out below are shown to be false, Licensor will be obligated to indemnify, defend, or hold Licensee, its affiliates, or its respective representatives, officers, directors, stockholders, employees, or agents harmless from any liability, claims, demands, causes of action, judgments, damages, or expenses (including reasonable attorneys’ and experts’ fees and costs) by a third party arising out of or as a result of Licensee’s use of the intellectual property licensed under this Agreement.
REPRESENTATIONS AND WARRANTIES
MUTUAL REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party that: (a) it has the power and authority to enter into this Agreement; (b) in so doing, it will not violate any other agreement to which it is a party; and (c) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement.
LICENSEE’S REPRESENTATIONS AND WARRANTIES
Licensee represents and warrants that they will comply with all local, state, federal, and international laws and regulations relating to the use of the Design.
LICENSOR’S REPRESENTATIONS AND WARRANTIES
The Licensor represents and warrants that: (a) Licensor owns and/or controls the rights granted to Licensee in this Agreement and Licensor has the right to grant such rights and enter into this Agreement; (b) to the best of its knowledge the Licensed Content does not infringe upon or violate (1) any copyright, patent, trademark, or other proprietary right of a third party or (2) any applicable law, regulation, or non-proprietary right of a third party; and (c) Licensor has no knowledge of any claim which, if sustained, would be contrary to Licensor’s warranties, representations, and obligations contained in this Agreement.
The Licensor does not provide warranties regarding the Design’s compliance as it pertains to foreign or domestic label regulations specific to the food, beverage, tobacco, or cannabis industries, including but not limited to wine-specific labeling laws dictated by the Alcohol and Tobacco, Tax and Trade Bureau of the United States.
The Licensor does not provide warranties for any Third Party Content contained within the Product.
RELATIONSHIP OF THE PARTIES
This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to Licensee are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
GENERAL
MODIFICATION/WAIVER
This Agreement may be modified by the parties. Any modification of this Agreement must be in writing. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
NOTICES
All notices, demands, or other communications to be given under this Agreement by either Party to the other may be effected either by personal delivery in writing or by U.S. mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of two (2) days after mailing.
Notices will be sent to the address the Licensee provides at time of purchase.
Notices for Pique Label must be delivered to:
Pique Label LLC
PO Box 6152
Napa, CA 94581
GOVERNING LAW AND DISPUTE RESOLUTION
The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and of the State of California without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.
In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties.
ATTORNEY’S FEES
If either Party brings legal action to enforce its rights under this Agreement, the prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of California. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
SEVERABILITY
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
HEADINGS
The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
INTEGRATION
This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement.
COUNTERPARTS; ELECTRONIC SIGNATURES
This Agreement may be executed in any number of counterparts and by different parties to this Agreement on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same Agreement. Any manually executed signature page to this Agreement delivered by a party by facsimile or other electronic transmission shall be deemed to be an original signature hereto.
EXHIBITS
The following examples provide supplemental information for the purpose of clarity and understanding. The content provided within is not intended to change or effect any of the terms and conditions provided within the body of this Agreement.
SECONDARY/PROMOTIONAL USE
To promote their food, beverage, tobacco, or cannabis product, the Licensee may use the Design to create unlimited types of promotional materials, only if the a product/brand name is included and it is consumer-facing and placed in a prominent and clearly visible location atop or directly adjacent to the Design.
LICENSOR’S BRANDING ON LABEL
If the Licensor has included their logo/branding in the Design, that branding may not be removed or altered. The Licensor’s branding must be present when the Licensee uses the Design or any portion thereof to create labels for food, beverage, tobacco, or cannabis products.
NON-EXCLUSIVE PRODUCT LICENSING AGREEMENT
This Non-Exclusive Product Licensing Agreement (herein “Agreement”) is by and between, on the one hand, Pique Label, a California LLC, (hereinafter “Licensor”), and on the other hand, you, the purchaser of the Product, (hereinafter “Licensee”), referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
The Parties hereby agree that the following terms and conditions shall establish the Parties rights, restrictions, and obligations as they relate to the Parties use of the Non-Exclusive Product.
Overview
Scope of Agreement
Your (Licensee’s) Rights, Restrictions, and Obligations
Pique Label’s (Licensor’s) Rights, Restrictions, and Obligations
Ownership and Copyright
Delivery of Product
Royalties/Payments
Refunds
Term and Termination
Legal Action
Indemnification
Representations
Relationship of the Parties
General
Counterparts; Electronic Signatures
Exhibits
Overview
Below is a brief overview, in layman’s terms, of some of the key takeaways in this Non-Exclusive Product Licensing Agreement. This overview is provided for your convenience only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor does it replace the need for you to read the Agreement in its entirety.
All sales are final. There are no returns or refunds.
Purchase of a Non-Exclusive Product does not grant you title, ownership, or exclusive use of the Product. A Non-Exclusive Product is sold multiple times, to anyone, and for any purpose, including those that may directly compete with your use of this Product.
Purchase of a Non-Exclusive Product does grant you non-exclusive, use-specific rights to use the Design according to the terms of this Agreement.
You are not granted any rights under this Agreement to the imagery and type used to create the Design because they are in the public domain and/or distributed under a “no rights reserved” license.
You may use a Non-Exclusive Product to create labels/packaging for the following product categories only: Food, Beverage, Tobacco, and Cannabis.
This Non-Exclusive Product is not intended for the creation of a unique product sold under a brand name, but rather for the creation of a non-branded, one-off, single-release, limited edition product (e.g. a seasonal or holiday-themed wine).
You may create only a few types of non-branded and commonly used and essential sales and marketing materials to promote your non-branded food, beverage, cannabis or tobacco product (e.g. sales sheet, shipper, case card). Restrictions apply. Click here for visual examples.
You are prohibited from selling/assigning/transferring the Non-Exclusive Product to another party.
SCOPE OF AGREEMENT
This Agreement provides a single license to the Design contained within the Non-Exclusive Product.
The Design is created with Third Party Content that belongs to persons other than Pique Label. All Third Party Content used to create the Design is either in the public domain or freely provided by its owner under a “no rights reserved” license. As such the Third Party Content is not licensed to the Licensee under this Agreement as Pique Label does not have the rights to do so.
Products may include supplementary files other than the Design (e.g. Mockup Tool, Product Guide, Customization Form, etc) that are not included in this license. These supplementary files are the intellectual property of Pique Label, are provided as a convenience to the Licensee, should only be used internally, should not be extracted from product, and should not be displayed or distributed publicly.
Most of the terms provided in this Agreement are non-negotiable.
YOUR (LICENSEE’S) RIGHTS, RESTRICTIONS, AND OBLIGATIONS
ALLOWABLE USE. Licensee is granted a “use-specific” worldwide, perpetual, unlimited, royalty-free, license to use, publicly display and publicly perform, publish, reproduce, modify, and create Derivative Works of the Design for the following purposes only:
PRIMARY USE: Creation of unbranded labels/packaging for the following product categories only:
- Food
- Beverage
- Tobacco
- Cannabis
SECONDARY USE (permitted only in conjunction with Primary Use): Creation of unbranded common/essential sales and marketing materials typically used by retailers and distributors for the purpose of promoting Licensee’s food, beverage, tobacco, or cannabis product(s) created using the Product. Click here for visual examples.
EXCLUSIVITY. The Licensee is granted a non-exclusive “use-specific” license to the Design which is limited to only the uses described above. The copyrights to the Design and its Design Components are retained by their respective owners. As the Design Components (type and imagery) are either in the public domain and/or were distributed by their copyright owner under a “no rights reserved” license, the Licensor is not granted any rights herein to the Design Components as the Licensor has no authority to do so. Consequently, the copyright owners of the Design Components are free to use their works in ways that overlap with the usage rights granted to the Licensee.
WORLDWIDE. Licensee may use the Design, within the scope of the license granted herein, worldwide.
PERPETUAL. This Agreement does not have a limited term. Rather, once Licensee has paid the fee recited below in ROYALTY-FREE (PAID UP), Licensee or its successors or assignees may use the Design in perpetuity within the scope of the license granted herein.
UNLIMITED. Licensee may use the Design in any of number of projects in any media.
ROYALTY-FREE (PAID UP). Licensee shall not be required to pay future royalties. Licensee is only required to submit a one-time payment as defined here.
DERIVATIVE WORKS. Licensee may alter or create Derivative Works of the Design, but only according to the terms outlined here.
CONCURRENT USAGE REQUIRED. Licensee may use the Design for any ‘Secondary Use’, as outlined here, only if Licensee is simultaneously selling a food, beverage, cannabis, or tobacco product, as outlined here, whose label incorporates the same Design.
LIMITED AND NON-BRANDED USE. Licensee is prohibited from using Design in conjunction with or to promote a brand/product name.
Labeling. The Licensee is prohibited from using the Design to create a branded label/product. The Licensee may however display their business name, DBA, or trade name on a non-consumer facing side of the product in an inconspicuous place and at a small size (2mm tall maximum).
Promotions. When promoting their food, beverage, tobacco, or cannabis product, the Licensee may create only unbranded sales and marketing materials that are typically used by retailers/distributors (e.g. case cards, shelf talkers, shippers). The materials may display photos/renderings of their product packaging created using this Product, but may not incorporate Design Components extracted from the Design. The Licensee is prohibited from including a product/brand name on sales and marketing materials. However, Licensee may display their business name, DBA, or trade name in an inconspicuous place and at a small size (2mm tall maximum). See Section 16.1(c) for example exhibits. Licensee is prohibited from creating superfluous promotional items including but not limited to apparel, home goods, gifts, swag, etc.
NO PROHIBITED USAGE. Licensee may not use the Design for any purpose other than the Primary and Secondary use described above in ALLOWABLE USE. Any other use of Design must be with the express permission of Pique Label and may require additional licensing and the payment of fees, unless otherwise agreed to in writing.
NO UNLAWFUL OR INAPPROPRIATE USE. Licensee may not use Design in an unlawful manner, or in a pornographic, defamatory, or in any other manner that may disparage or adversely affect the artistic, personal, or business reputation of its copyright holder(s). Licensee represents and warrants that Licensee will comply with all local, state, federal, and international laws and regulations relating to the use of Design.
NO TRADEMARK USE. Licensee is prohibited from using Design as part of a trademark, design mark, trade name, business name, service mark, or logo.
NO FALSE REPRESENTATION OF AUTHORSHIP. Licensee may not falsely represent that Licensee is the original creator or copyright holder of the Design.
NO RESELLING/ASSIGNING/SUBLICENSING. Licensee is prohibited from selling a Non-Exclusive Product or its assigning/transferring this license.
PIQUE LABEL’S REQUIRED BRANDING. If the Design contains Pique Label’s brand name/logo, the Licensee is prohibited from removing it. Pique Label’s branding must be included whenever the Design or any portion thereof is being used for any Primary Use described above in ALLOWABLE USE. Licensee understands that, at the discretion of Pique Label, Pique Label’s brand name/logo may be used in association with image recognition software or an augmented reality program that will cause the content to become an interactive element that, when scanned with a smart device, can digitally navigate the user to Pique Label’s website or other online presence/media.
COPYRIGHT TO DERIVATIVE WORKS. Licensee is required to assign to Pique Label, ownership in and to the copyright rights to any Derivative Works of the Design created by the Licensee. Consequently, the use of the Derivative Works is restricted and cannot exceed the scope of rights the Licensee is granted herein to the Design.
COMPLIANCE REVIEW. Licensee confirms it is their responsibility to review the Design with a regulatory compliance professional prior to printing or labeling to make sure the Design adheres to U.S. wine labeling laws or any laws pertinent to Licensee’s use of the Design. The Licensee may not hold Pique Label responsible for damages, liabilities, costs, losses or expenses arising out of Licensee’s inability to obtain a Certificate of Label Approval (C.O.L.A.) or other types of approvals from other governmental or regulatory agencies or entities.
SECURITY. The Licensee agrees to take necessary steps to diligently protect the Design. As such, Licensee warrants and guarantees that any copies of the Design in their possession will be stored in a safe and password protected location so as to minimize the possibility of loss, theft, or unauthorized use. If the Design is stored on a device that is connected to the Internet, the Licensee guarantees they will frequently run security firmware updates on the storage device, router, modem, etc. The Licensee will also ensure all applicable devices utilize firewalls and anti-virus software.
POLICING OF RIGHTS. The Licensee understands it is their responsibility to internally police the use of the Design to ensure neither they, their partners, affiliates, agents, representatives, or employees use the Design in a manner prohibited by this Agreement.
NOTIFICATIONS. The Licensee agrees to notify Pique Label in writing of any theft, unauthorized use, infringement, misappropriation, dilution, or other violation of the Product or Design of which they become aware.
PIQUE LABEL’S RIGHTS, RESTRICTIONS, AND OBLIGATIONS
RIGHTS TO DESIGN. Pique Label retains all rights to use, publicly display and publicly perform, publish, create derivatives, and reproduce the Design without restriction as well as sell and/or license the Design multiple times, to anyone, for any purpose, including those that may directly compete with the Licensee’s allowable usage of the Design.
TAKE LEGAL ACTION. Pique Label has the right, but not the obligation, to bring any litigation, enforcement action, proceeding, or other legal action (collectively the “Action”) against any unauthorized use, infringement, misappropriation, dilution, or other violation of the copyright or trademark rights in and to their Intellectual Property.
COOPERATE IN LEGAL ACTION. Pique Label agrees to cooperate in any Action that the Licensee may undertake to protect their rights, and upon Licensee’s request, Pique Label will execute, file, and deliver all documents and proof necessary for that purpose, including being named as a party plaintiff to the action as required by law. The Licensee will pay all costs and fees connected with such an effort and shall be entitled to retain the entirety of any award arising from Action. However, having joined as party plaintiff in an Action initiated by the Licensee, Pique Label may actively participate and be represented in the Action by its own counsel and at its own expense. Neither the Licensee or Pique Label will have any claim of any kind against the other based on, or arising out of its handling of, or decisions concerning, any Action, settlement, or compromise.
OWNERSHIP OF DERIVATIVES. Pique Label will retain the copyright to Derivative Works created by the Licensee.
COPYRIGHT REGISTRATION. Pique Label may choose to register its works with the United States Copyright Office, making Pique Label eligible for statutory damages, attorneys’ fees, and costs for any infringements of their work.
COPYRIGHT INFRINGEMENT CLAIM. If a third party makes claims of copyright infringement against the Licensee, Pique Label agrees to cooperate with Licensee in any legal action that Licensee may undertake to defend against those claims. Upon Licensee’s request, Pique Label will deliver all documents and proof that they are able to provide such assistance, for that purpose, including being named as a party defendant to the action as required by law. Licensee will reimburse the reasonable out-of-pocket expenses incurred by Pique Label in providing such assistance. Licensee will be entitled to the entirety of any award arising from the action. Pique Label will have no claim of any kind against Licensee based on, or arising out of Licensee’s handling of, or decisions concerning, any action, settlement or compromise.
CORRECTIONS. If Product is delivered to Licensee with defects and, if requested by Licensee, Pique Label is obligated to assist in the resolution of the issue(s) within a commercially reasonable time. Licensee has up to six (6) months after the purchase date to report any defects with the Product.
LEGAL ACTION. Pique Label will maintain sole control and discretion over the prosecution and maintenance with respect to the enforcement of all rights, including all intellectual property rights to their Product. Pique Label will have the primary right, but not the obligation, to bring and control any litigation, enforcement action, proceeding, or other legal action (collectively the “Action”) to prevent, and to pursue monetary damages for, losses arising from any unauthorized use, infringement, misappropriation, dilution, or other violation of their IP.
COPYRIGHT. The Design and all rights relating to it, including copyright and ownership rights in the media in which the Design is stored, remain the sole and exclusive property of Pique Label. Pique Label retain all right, title, and interest, throughout the world, to their Design and any copies of the Design, whether made by, or on behalf of, the Licensee.
RIGHTS TO LICENSEE’S CREATIONS:
Self-Promotion. Pique Label has the right to publicly display and publicly perform, publish, and reproduce Licensee’s Creations in periodicals and other media, or public exhibitions for the purposes of self-promotion, recognition of creative excellence, and professional advancement, but only after Licensee’s Creations have first been publicly displayed by the Licensee or on behalf of Licensee by a third party. This includes Pique Label’s right to publicly display and publicly perform, publish, and reproduce Licensee’s intellectual property contained within Licensee’s Creations as well as the right to publicly display and verbally announce any DBA or trade name(s) contained within Licensee’s Creations as well as link to or “tag” any website or other online presence that represents the company when Pique Label is exercising the aforementioned rights.
No False Representation of Authorship. Pique Label may take credit for their part in the creation of the Design, but may not falsely represent that they are the author of the Licensee’s Creations.
OWNERSHIP AND COPYRIGHT
EXCLUSION OF ALL OTHER RIGHTS. Except as expressly provided in this Agreement, the Licensee is granted no other rights or licenses whatsoever in or to the Design or supplementary items contained within the Product (e.g. Mockup Tool, Product Guide, Customization Form, etc). Pique Label reserves all rights and licenses not expressly granted in this Agreement. In particular, nothing in this Agreement conveys to Licensee the legal title to the Design.
OWNERSHIP OF DESIGN. The Design and all rights relating to it, including copyright and ownership rights in the media in which the Design is stored, remain the sole and exclusive property of Pique Label. Pique Label retains all right, title, interest, throughout the world, to the Design and any copies or Derivative Works of the Design, whether made by, or on behalf of, Pique Label or the Licensee.
COPYRIGHT AND TRADEMARK NOTICE AND MARKINGS. In no event may the Licensee remove any copyright or intellectual property notice, proprietary legend, trademark or service mark from any content within the Design or any other Product Components unless approved by Pique Label.
The Product may contain copyright management information (CMI) at the discretion of Pique Label in the form of either: 1) a copyright notice ©: and/or 2) other copyright and ownership information embedded in the metadata or elsewhere. Removing and/or altering such information is prohibited and constitutes violation of the Digital Millennium Copyright Act (DMCA), and Licensee will be responsible to Pique Label for any penalties and awards available under that statute.
COPYRIGHT AND TRADEMARK INFRINGEMENT. The Product is made up of original works of authorship that are protected by copyright and trademark laws of the United States of America.
Any use or exploitation of Design or any other Product Components by the Licensee that is not mentioned or that is expressly prohibited in this Agreement will be considered an infringement and may be pursued to the full extent of local and international laws.
DELIVERY OF PRODUCT
Upon completion of purchase, the Licensee will automatically be provided a link(s) from which to digitally download the Design. The Licensee will also receive a subsequent link(s) from which they can download the comprehensive product folder containing the Design and other supplementary materials.
ROYALTIES / PAYMENTS
The Licensee must pay a one-time fee which covers the licensing of the Design contained within the Product. The Licensee is not required to pay royalties to the Pique Label.
REFUNDS
All sales are final. Refunds will not be provided for any reason, principally due to the fact that there is no way to “return” digital products.
TERM AND TERMINATION
This Agreement shall commence as of the date of purchase and shall remain effective until (a) this Agreement is terminated or (b) Parties enter into a new, updated Agreement.
This Agreement may be terminated at any time by either party effective immediately upon written notice, or the mutual agreement of the parties, or if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement.
The Licensee can terminate this agreement by ceasing use of the Product, deleting or destroying any copies, and sending written confirmation to the Licensor.
Upon termination of this Agreement, the Licensee is required to cease using the Product, delete or destroy any copies, including Derivative Works, and send written confirmation of the same to Licensor.
LEGAL ACTION
Parties agree to cooperate in any Action that the other may undertake to protect the rights of the other, and upon Party’s request, the other Party will execute, file, and deliver all documents and proof necessary for that purpose, including being named as a party plaintiff to the action as required by law. The Party bringing the Action will pay all costs and fees connected with such an effort and shall be entitled to retain the entirety of any award arising from Action. However, having joined as party plaintiff in an Action initiated by a Party, the other Party may actively participate and be represented in the Action by its own counsel and at its own expense. Parties will have no claim of any kind against the other based on, or arising out of its handling of, or decisions concerning, any Action, settlement, or compromise.
INDEMNIFICATION
MUTUAL INDEMNIFICATION
Parties agree to indemnify, defend, and hold harmless the each other from any and all damages, liabilities, costs, losses or expenses of any kind (including reasonable outside attorneys’ fees) arising out of any reasonable claim, demand, or action by a third party to the extent arising out of any breach of Parties’ responsibilities, obligations, representations or warranties under this Agreement and/or its negligence or willful misconduct, if and when a final judgement has been rendered.
Either Party shall promptly notify the other Party in writing of any claim or suit, and in such circumstances: (a) the indemnifying Party has sole control of the defense and all related settlement negotiations; and (b) the other Party provides the indemnifying Party with commercially reasonable assistance, information and authority necessary to perform the indemnifying Party’s obligations under this section. The indemnifying Party will reimburse the reasonable out-of-pocket expenses incurred by the other Party in providing such assistance.
This indemnity shall not cover any claims in which there is a failure to give the indemnifying party prompt notice to the extent that such failure materially prejudices the defense.
NON-INDEMNIFICATION BY LICENSOR
Licensor will under no circumstances be obligated to indemnify, defend, or hold the Licensee, its affiliates, or its respective representatives, officers, directors, stockholders, employees, or agents harmless from any liability, claims, demands, causes of action, judgments, damages, or expenses (including reasonable attorneys’ and experts’ fees and costs) by a third party arising out of or as a result of Licensee’s use of the intellectual property licensed under this Agreement, provided, however, that in the event Licensor’s representations and warranties as set out below are shown to be false, Licensor will be obligated to indemnify, defend, or hold Licensee, its affiliates, or its respective representatives, officers, directors, stockholders, employees, or agents harmless from any liability, claims, demands, causes of action, judgments, damages, or expenses (including reasonable attorneys’ and experts’ fees and costs) by a third party arising out of or as a result of Licensee’s use of the intellectual property licensed under this Agreement.
REPRESENTATIONS AND WARRANTIES
MUTUAL REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party that: (a) it has the power and authority to enter into this Agreement; (b) in so doing, it will not violate any other agreement to which it is a party; and (c) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement.
LICENSEE’S REPRESENTATIONS AND WARRANTIES
Licensee represents and warrants that they will comply with all local, state, federal, and international laws and regulations relating to the use of the Design.
LICENSOR’S REPRESENTATIONS AND WARRANTIES
The Licensor represents and warrants that: (a) Licensor owns and/or controls the rights granted to Licensee in this Agreement and Licensor has the right to grant such rights and enter into this Agreement; (b) to the best of its knowledge the Licensed Content does not infringe upon or violate (1) any copyright, patent, trademark, or other proprietary right of a third party or (2) any applicable law, regulation, or non-proprietary right of a third party; and (c) Licensor has no knowledge of any claim which, if sustained, would be contrary to Licensor’s warranties, representations, and obligations contained in this Agreement.
The Licensor does not provide warranties regarding the Design’s compliance as it pertains to foreign or domestic label regulations specific to the food, beverage, tobacco, or cannabis industries, including but not limited to wine-specific labeling laws dictated by the Alcohol and Tobacco, Tax and Trade Bureau of the United States.
The Licensor does not provide warranties for any Third Party Content contained within the Product.
RELATIONSHIP OF THE PARTIES
This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to Licensee are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
GENERAL
MODIFICATION/WAIVER
This Agreement may be modified by the parties. Any modification of this Agreement must be in writing. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
NOTICES
All notices, demands, or other communications to be given under this Agreement by either Party to the other may be effected either by personal delivery in writing or by U.S. mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of two (2) days after mailing.
Notices will be sent to the address the Licensee provides at time of purchase.
Notices for Pique Label must be delivered to:
Pique Label LLC
PO Box 6152
Napa, CA 94581
GOVERNING LAW AND DISPUTE RESOLUTION
The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and of the State of California without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.
In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties.
ATTORNEY’S FEES
If either Party brings legal action to enforce its rights under this Agreement, the prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of California. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
SEVERABILITY
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
HEADINGS
The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
INTEGRATION
This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement.
COUNTERPARTS; ELECTRONIC SIGNATURES
This Agreement may be executed in any number of counterparts and by different parties to this Agreement on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same Agreement. Any manually executed signature page to this Agreement delivered by a party by facsimile or other electronic transmission shall be deemed to be an original signature hereto.
EXHIBITS
The following examples provide supplemental information for the purpose of clarity and understanding. The content provided within is not intended to change or effect any of the terms and conditions provided within the body of this Agreement.
NON-BRANDED LABEL
The Licensee may use this product to create only non-branded labels/packaging (i.e. packaging that does not contain a product brand name, logo, mark, etc).
The Licensee is prohibited from including a logo/brand/product name on the consumer-facing side of the product packaging. The Licensee may inconspicuously include their business name, DBA, or trade name only on the back label (i.e. non-customer-facing side of the packaging) at a small size, less than or equal to 2mm tall, in a non-prominent location and/or within the bottling statement — see example below.
NON-BRANDED SALES AND MARKETING MATERIALS
To promote their product, the Licensee may create only unbranded sales and marketing materials that are typically used by retailers/distributors (e.g. case cards, shelf talkers, shippers). The materials may display photos/renderings of their product packaging created using this Product (i.e. bottle shot), but may not incorporate Design Components extracted from the Design.
Acceptable sales and marketing materials:
Contain only photos/renderings of Licensee’s product packaging (i.e. bottle shot)
Do NOT contain a product/brand name
Can display the producer’s DBA/Trade name (“ABC Winery”) at a small size (2mm tall or smaller) in an inconspicuous location.
PARTY REPRESENTATION ON LABEL
Licensor’s Branding
If the Licensor has included their logo/branding in the Design, that branding may not be removed or altered. The Licensor’s branding must be present when the Licensee uses the Design or any portion thereof to create labels for food, beverage, tobacco, or cannabis products.
Licensee’s Name
The Licensee is strictly prohibited from displaying a product name/brand/logo on anything they create using the Design. Licensee may include their business name, DBA, or trade name only on the back label (i.e. non-customer-facing side of the packaging) inconspicuously and at a small size, less than or equal to 2mm tall, in a non-prominent location and/or within the bottling statement (see example below).
DEFINITIONS
The following capitalized terms used in this Agreement shall have the respective meanings ascribed to them below in this Section unless otherwise expressly defined in this Agreement (such definitions shall be equally applicable to both the singular and plural forms of the defined terms). Words such as “hereof,” “herein” and “hereunder” and words of like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.
Licensor - The Licensor, Pique Label, is the seller of the Product and the owner and copyright holder of the Product.
Licensee - The Licensee, you, is the purchaser of the Product.
Product - The Product is a set of digital files, the main one being a ready-made label design (see Design). The primary use of the Product is to quickly and easily create non-branded labels/packaging for commercial food, beverage, tobacco, or cannabis products.
Non-Licensed Content - Non-Licensed Content is intellectual property that is used in the Design, but to which the Licensor does not have the authority to grant the Licensee a license/sublicense under this Agreement.
Third Party Content - Third Party Content is any Design Components and other intellectual property within the Product that was sourced, not created, by the Licensor. Third Party Content includes but is not limited to typefaces (e.g system-fonts, purchased fonts) and imagery sourced from websites that supply public domain or no-rights-reserved images (e.g. unsplash.com, flickr.com, metmuseum.org).
Design Components - Any and all type and Imagery used to create the Design.
Imagery - Imagery refers to any Design Components that are not type.
Design - The Design is any digital compilation contained within the Product that is made up of multiple, distinguishable, editable layers containing Design Components — for most Products, the Design is a set of labels, both front and back, often formatted for wine use, but may come in other configurations and/or be formatted for other use. Because the Design is not a flat, static image, but rather a dynamic, fully-editable file meant to be customized by the Licensee, the following supplementary definition is essential: the Design will continue to be defined as such as long as it contains any of the Design Components the Licensor used in its creation. Some Products may contain a copy (or copies) of the Design at a different or larger size. Additionally some Products contain multiple Designs. All Designs and/or copies of Designs, even those without type, are collectively considered the Design to which this Agreement applies.
Copyright - A Copyright is a form of protection grounded in the U.S. Constitution and granted by law for original works of authorship fixed in a tangible medium of expression. Copyright covers both published and unpublished works.
Licensor Branding - Licensor Branding is the Licensor’s logo/brand name that may be placed at a small size and in an inconspicuous location somewhere within the non-consumer-facing part of the Design. If Licensor Branding is included in the Design, then the Licensee must include it on any food, beverage, tobacco, or cannabis label that contains the Design or any portion thereof.
Derivative Work - A Derivative Work is a work based on or derived from one or more already existing works. The Licensee may not claim any copyright rights to Derivative Works they create using the Design.
Licensee’s Creations - Anything Licensee creates using the Design, as permitted in this Agreement.
GENERAL AND WEBSITE-SPECIFIC TERMS
AGREEMENT TO TERMS
These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Pique Label (“Company", “we”, “us”, or “our’), concerning your access to and use of the www.piquelabel.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
ZERO TOLERANCE
When interacting with Pique Label or its affiliates, you agree to conduct yourself respectfully. Pique Label practices ZERO TOLERANCE. Should you use hateful or harassing speech, Pique Label reserves the right to refuse or discontinue service without providing you with refunds or reimbursements.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
3. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
5. Use any information obtained from the Site in order to harass, abuse, or harm another person.
6. Make improper use of our support services or submit false reports of abuse or misconduct.
7. Use the Site in a manner inconsistent with any applicable laws or regulations.
8. Engage in unauthorized framing of or linking to the Site.
9. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
10. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
11. Delete the copyright or other proprietary rights notice from any Content.
12. Attempt to impersonate another user or person or use the username of another user.
13. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1x1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms’”).
14. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
15. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
16. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
17. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
18. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
19. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
20. Use a buying agent or purchasing agent to make purchases on the Site.
21. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
22. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
USER GENERATED CONTRIBUTIONS
The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to
us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:
1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
12. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
13. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.
CONTRIBUTION LICENSE
You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).
By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
GOVERNING LAW AND DISPUTE RESOLUTION
The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the State of California without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.
In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, the parties agree to submit the dispute first to mediation, which either party may commence, and should mediation be unsuccessful in resolving the dispute, the parties agree to proceed to binding arbitration under the rules of the American Arbitration Association.
Restrictions:
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Arbitration:
The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Attorneys’ Fees:
If either Party brings legal action to enforce its rights under this Agreement, the prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of California. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR $5000. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.
CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: support@piquelabel.com
TERMS OF SERVICE
RESERVE SERVICE
You understand the Reserve service does not supply you with any rights to our products nor does it include the delivery of any files to you. When you purchase our reserve service, we will remove your chosen product from the website and temporarily hold it for you. You may choose to reserve a product multiple times, even consecutively. If you purchase a product before the reservation period has expired, the cost of the reservation fee will be deducted from the purchase price. However, if you reserve a product multiple times, only one reservation fee will be deducted. Once the reservation period expires, the product will be placed back in the Shop and will be made available to you and the public for purchase at full price.
SERVICE INCLUDES:
- Two-week reservation of the product
- Optional 30-minute phone consultation with a professional label designer
- 20% discount on product (if purchase is made during the reservation period)
NOT INCLUDED IN SERVICE:
- Delivery of digital files (editable or otherwise) is NOT included.
- Modifications/customizations to the product are NOT included.
- NO FILES OR OTHER SERVICES ARE PROVIDED AS A PART OF THE RESERVE SERVICE. WE ONLY HOLD THE PRODUCT FOR YOU SO OTHERS AN UNABLE TO PURCHASE IT.
TRY SERVICE
You understand the Try service is meant to provide you with visuals of how your label might look after it’s customized. The Try service does not supply you with layered/editable files. The Try service provides you with only digital presentation-quality mockups (PQMs) which are lower resolution and watermarked, and which contain unfinished concepts of the customized design (aka versions of the front label that contain your brand name, wine info, and other customer supplied content) shown on your choice of standard glass and standard closure. Extra PQMs may be purchased separately should you want more options than what is included in the Try service.
In addition to the creation of customized concepts, the Try service also includes a lengthy reservation period in which to complete the service. The Try service expires when the reservation period expires. If you want to extend the Try service and/or reservation period, you may purchase our Reserve service. If you purchase a product before a reservation period has expired, the cost of the reservation fee will be deducted from the purchase price. However, if you reserve a product multiple times, only one reservation fee will be deducted — the highest reservation fee paid. Once the reservation period expires, the product will be placed back in the Shop and will be made available to you and the public for purchase at full price.
SERVICE INCLUDES:
• Six-week reservation of the product
• Direct collaboration with a professional label designer
• Up to three customized concepts provided as presentation-quality digital mockups**
• 40% discount on product (if purchase is made during reservation period)
NOT INCLUDED IN SERVICE:
• Creation/purchase of imagery
• Creation/purchase of type/fonts
• Label designs provided as flat images, separate from the bottle
• Editable/layered files
• High-resolution label images
• Print-ready files
• Modification of back labels
- - - - - - - - - - - - -
**A presentation-quality mockup is a digital pdf file that contains a customized label concept (a label that has been modified at your direction) presented on your choice of up to three different styles of standard glass topped with your choice of capsule color. Up to three presentation-quality mockups are included in the TRY service. Customers requiring more than three presentation-quality mockups can purchase additional mockups for $750 EACH.
EXPLORE SERVICE
Similar to the Try service, you understand the Explore service is meant to provide you with visuals of how your label might look after it’s customized. The Explore service does not supply you with layered/editable files. The Explore service provides you with only digital presentation-quality mockups (PDFs) which are lower resolution and watermarked, and which contain unfinished concepts of the customized design (aka versions of the front label that contain your brand name, wine info, and other customer supplied content) shown on your choice of standard glass and standard closure. Extra PQMs may be purchased separately should you want more options than what is included in the Explore service.
PREPARE SERVICE
The Prepare service is offered to you only after you have (1) completed either the Try or Explore service and (2) want to turn one or more concepts generated during the Try or Explore service into final, print-ready artwork. You must purchase ONE Prepare service for each design/label/UPC you wish to have turned into finalized artwork.
REPRESENTATIONS AND WARRANTIES
By purchasing our services, you represent and warrant that: (1) you accept the any an all applicable terms provided on this page and (2) you understand Pique Label and its affiliates will do their best to provide you with the Services as described, but you understand that, due to the subjective nature of creative services, there are no definitive or measurable ways to determine success/completion of the services. Should you be dissatisfied with the services you are provided, you accept that Pique Label has the authority to review the files/documents associated with the services and make the determination whether or not the company fulfilled its obligation.
COMMUNICATIONS
Our services are provided remotely. Communications will be conducted mostly via web-based forms and email. In-person services are not available. If you engage in telephone conversations with Pique Label or its affiliates, you acknowledge and accept that telephone calls may be recorded for quality assurance purposes.
CUSTOMER SUPPLIED CONTENT
In the process of providing you with services, you may choose and/or be required to supply Pique Label and its affiliates with content (i.e. images, text, logos, etc). By sending/supplying said content, you grant Pique Label and its affiliates, the right to use your Content for the following:
1. CUSTOMIZATION AND PREPARATION SERVICES. The content will be utilized in our Try, Explore, and prepare services in accordance with the directions you provide.
2. MARKETING, PROMOTIONAL AND ADVERTISING INITIATIVES. Pique Label and its affiliates may use, publicly display, reproduce, distribute, transmit, at its sole discretion, with no obligation to you whatsoever, images of your customized label(s) that contain your content for marketing, promotional, and advertising initiatives. In addition, Pique Label and its affiliates reserve the right to publicly display, announce, or tag any brand names, including trademarks, which appear in your customized label. However, Pique Label and its affiliates agree to postpone exercising this right until we have confirmed (via google search or otherwise) that your customized label has already been publicly displayed by yourself or another third party.
Customer Warranties:
You hereby represent and warrant that (i) you own all rights in and to your Content, or, if the Content is subject to third party proprietary rights, including, for example, material protected by copyright, trademark, patent or trade secret law or other proprietary rights laws, you have all necessary licenses, rights, consents, and permissions to use the Content you submit and to grant the rights granted herein, including permission from all person(s) appearing in your Content; (ii) you are not a minor, and (iii) the Content is not libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive and Pique Label's possession and use of your Content as described herein will not violate any other law.
Release of Liability:
You hereby release, discharge and agree to hold Pique Label, and any person acting on their behalf, harmless from any liability related in any way to its use of your Content.