I4 d.o.o. („us„, „we„, „our“ or „the Operator„), operates the website www.growgraphic.com and all related websites, apps, plugins or other software, including email communication regarding in connection with the products and services offered via the mentioned website (together „the Platform„). The platform is intended to bring together the Buyer, Designer and the Operator into contractual relationships, relating to specific products produced by the Operator.
1. Definitions
1.1. The Operator has all intellectual property rights, including all material copyrights in the Platform and all intellectual property rights in Products, necessary for the purposes of the Platform.
1.2. The Designer has material copyrights and/or is an author of original graphic design and other graphic material intended to be applied to the Product („Additional Graphic Materials“).
1.3. The Buyer is the user of the Platform who wishes to order and purchase a certain amount of the Final Product which is a combination of the Product, Additional Graphic Materials and possibly also Buyer’s Graphic Materials, such as Buyer’s logo or brand, and which shall be produced in that certain amount by the Operator.
1.4. The User is any user intending to use the Platform, especially the Designer or Buyer.
1.5. The Product is a product offered on the Platform intended for application of Additional Graphic Materials:
board game „Less®“ invented by Mr. Aleksandr Starovojatov (copyright Registration No. ??);
1.6. The Final Product is a combination of the Product, Additional Graphic Materials applied to the Product and/or Buyer’s Graphic Materials, such as Buyer’s logo or brand, applied to the Product, and which shall be produced in the certain amount by the Platform for the Buyer.
2. Acceptance and validity of the Terms
2.1. These General Terms and Conditions („the Terms“ or „these Terms“) shall apply and be valid for all contractual or other legal relations between and among the Operator, the Designer and the Buyer, or other User of the Platform regarding the use of the Platform, the Product, the Additional Graphic Material and the Final product when a corresponding reference is made in the documents which establish these contractual obligations.
2.2. These Terms are intended to safeguard rights of all involved parties; i.e. the Designer’s, the Buyer’s and the Operator’s in connection with the use of the Platform. By accessing or using the Platform, each User agrees and is bound by Terms. IF YOU DO NOT AGREE TO OR WITH THE TERMS, YOU MUST IMMEDIATELY STOP USING THE PLATFORM IN ANY WAY.
2.3. The Operator reserves the right to change or adapt these terms at any time and without giving reasons. The changes take an effect as soon as they are published on the Platform, and are used for all contractual or legal relationships from then on.
2.4. The Users will have the right to immediately cancel and terminate their relationship with the Operator and the Platform if they not agree to the changes to the Terms. Changes shall be deemed approved if the Users continue to use the Platform after the new Terms come into effect.
3. Accounts and Registration
3.1. Users must be at least 18 years of age.
3.2. Designers shall create a Designer account on the Platform or provide the necessary identification and contact details via direct contact with the Operator, in order to use the functions of the Platform, in particular for uploading Additional Graphic Materials and/or other Content to the Platform.
3.3. Buyers shall create a Buyer account on the Platform, if available, or provide the necessary identification and contact details via the Platform or direct contact with the Operator in order to use the full functions of the Platform, in particular for ordering/buying a specific amount of the Final Products.
3.4. User must provide the Operator with information and data requested by Operator that is true, accurate, complete, and current. If the User’s data changes after registration, the User shall correct the information in his or her account immediately. Operator reserves the right to seek verification of the entered information and/or data from the User.
3.5. If the User provides falls information to the Operator or the Platform, the Operator is entitled to, at its discretion, void, revoke or terminate any agreements with the User.
3.6. The User is responsible for safeguarding the password that he or she uses to access the account on the Platform and for any activities or actions using the account. The User shall not to disclose the password to any third party. The User must notify the Operator immediately upon becoming aware of any breach of or unauthorized use of the User’s account.
3.7. Operator may block, restrict, disable, suspend or terminate User access to all or part of the Platform and/or content at any time in Operator’s discretion, without prior notice or providing reasons, and without any liability to the User.
4. Data Protection
4.1. Registration on the Platform and its use may require persons to provide personal data such as name, address, telephone number, bank account and e-mail address. These personal data will be collected and processed by Operator for the purpose of the use of the Platform. Such collection of personal data is based on Article 6 /(1) (b) Regulation (EU) 2016/679 of the European parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation; „GDPR“). Personal data will not be passed on to third parties, with the exception of parties, which will be part of the contractual relationships concluded using the Platform (eg. parties of the contract regarding the limited, non-exclusive, worldwide license to use Additional Material by the buyer).
4.2. User has the right:
in accordance with Article 15 GDPR to obtain information about the personal data processed by the Operator;
in accordance with Article 16 GDPR DSGVO to obtain without undue delay the rectification or completion of the User’s personal data stored by us;
in accordance with Article 17 GDPR to obtain the erasure of the personal data stored by us, unless the processing is necessary for exercising the right of freedom of expression or information, for compliance with a legal obligation, for reasons of public interest or for the establishment exercise or defense of legal claims;
in accordance with Article 18 GDPR to obtain the restriction of the processing of his or her personal data;
in accordance with Article 20 GDPR to receive his or her personal data in a structure, commonly used and machine-readable format or have such transmitted to another controller;
in accordance with Article 77 GDPR to complain to a supervisory authority.
4.3. Unless otherwise agreed, the Designer specifically agrees that his name (including last name) is published on the Platform alongside his Additional Graphic Materialss.
5. The Designer
5.1. The Designer shall design Additional Graphic Materials and offer it to Buyers via the Platform. The Operator shall send to the Designer or make available design templates for Additional Graphic Materials for each Product, containing the design grid and one or more verbal or graphical elements („Design templates„), including elements which a necessary part of each Additional Graphic Materials, such as logos, trademarks, information about the product, etc. („necessary elements„). The Designer may upload via Platform, send in an email, post or otherwise transmit to the Operator („submit„) one or several sets of the Additional Graphic Materials. Operator shall freely and at his sole discretion decide which, if any, submitted Additional Graphic Materials shall be published, promoted and offered to the Buyer on the Platform (“Approved Additional Graphic Materials”). Operator is entitled to refuse any Additional Graphic Materials and has the right to subsequently remove from the Platform any Approved Additional Graphic Materials, at any time, without giving reasons.
5.2. For the Approved Additional Graphic Materials, the Platform and the Designer shall conclude a Design Agreement in which they will refer to the Terms. Unless expressly defined otherwise in the Design Agreement, the following shall, among others, hold to be agreed between the Designer and the Platform:
– The approved Additional Graphic Materials are published on the Platform and constitute Designer’s obligatory offer of a license to use the specific Additional Graphic Materials („the Offer„) in the scope define in the Terms. The Buyer will select the Product and the Additional Graphic Materials and then order and purchase a certain amount of the Final Product, whereas the production and delivery is organized by the Operator. The buyer’s order via the Platform of a specific amount of the Final Products to which a specific Additional Graphic Materials is applied, is deemed a valid acceptance of the Offer.
– The Designer authorizes the Operator to enter in his name and on his behalf into the contractual relations with the Buyer regarding the Additional Graphic Material to be applied to the Product in accordance with the Design Agreement, Production Agreement and the Terms.
– The Offer according to the Design Agreement shall be valid within the Design Period. The Design Period shall last for an indefinite period of time. The Designer cannot unilaterally terminate the Design Period or withdraw the Offer, unless otherwise agreed.
– The Designer shall receive the consideration (“the Consideration”) for Additional Graphic Materials submitted and selected by the buyers and applied to the Product. The Consideration shall be determined in the Design Agreement. The Designer authorizes the Operator to accept in his or her name Consideration from the Buyer. Notwithstanding other provisions of these Terms and the Design Agreement, the Operator shall not be obliged to transfer the appropriate Consideration to the Designer before the Buyer pays the appropriate remuneration for the Final Products to the Operator.
– The Operator and Designer may agree on a one-time fee for first time approval of the Designer’s Additional Graphic Materials and thus inclusion of the Designer on the Platform. Such fee is paid only once, when the first Designer’s Additional Graphic Materials are submitted to and approved by the Operator.
– The Operator and Designer may agree that the Operator shall pay the Designer a percentage of the net retail price of Products to which the Designer’s additional Graphic Material is applied. To avoid any doubt, the net retail price shall mean the regular net price published on the Platform (ie. website www.growgraphic.com??) for orders of a specific quantity of the Final Products, excluding any possible transportation costs. The Designer is aware, that the prices of the Products and Final Products may be updated and may change from time to time, and agrees that the Consideration is determined from the updated price at the time of the sale of products.
– The Operator shall prepare and send to the Designer quarterly reports about the quantity of Products bearing the Designer’s Additional Graphic Materials, sold by the Operator in the previous quarter (three months) and the corresponding amount of Consideration to be paid to the Designer. The Operator shall send the report to the Designer within 30 days following each calendar quarter. Based on the report the Designer shall issue to the Operator an invoice and/or an equivalent document with a 14-day payment term.
5.3. The Designer acknowledges and confirms that Approved Additional Graphic Materials will be made available to the public on and through the Platform for personal and commercial use of third parties subject to these Terms without providing the Designer any attribution or any additional compensation.
5.4. The Designer may not submit to the Operator or via Platform or the Operator Additional Graphic Materials that:
– Infringe any third party’s copyrights or other intellectual property rights, contract rights or any other rights of any person;
– Contain any pornographic, racist, defamatory, libelous or otherwise immoral, vulgar or obscene content;
– Depicts unlawful or violent, hateful or threatening or otherwise inappropriate acts;
– Violate any law, statute, or regulation,
5.5. The Designer declares and warrants that: (1) the submitted Additional Graphic Materials is his or her creation, or has all necessary rights (including in particular material copyrights, neighboring rights, other intellectual property rights, name rights, right of personality, rights of privacy, data rights or other property rights) to use it and grant the Operator and Buyers the rights and license as provided in these Terms, and (2) Operator will not need to obtain licenses from any third party or pay a compensation or royalties to any third party with respect to the submitted Additional Graphic Materials; (3) submitted Additional Graphic Materials does not infringe any third party rights (including in particular material copyrights, neighboring rights, other intellectual property rights, name rights, right of personality, rights of privacy, data rights or other property rights), and (4) submitted Additional Graphic Materials complies with these Terms and all applicable laws.
6. The Buyer
6.1. The Buyer shall use the Platform to select the Product and one of the corresponding Additional Graphic Materials and order/buy a specific amount of the Final Products. Instead of using Additional Graphic Materials available via Platform or provide to the Operator the Buyer’s Graphic Materials, which is to be applied to the Product. In this case, the Operator shall send to the Buyer or otherwise make available via Platform, Design Templates which may be used for creation of the Buyer’s Graphic Materials for the relevant Product, containing the design grid and necessary elements. The Buyer may also choose to redesign (within the meaning of Clause 8.2) an existing Additional Graphic Materials, eg. by adding logos, messages and/or slogans to available Additional Graphic Materials or complete redesigns of the materials. Redesigned Graphic Materials is considered as Buyer’s Graphic Materials for the purposes of these Terms, however, in relevant part the clauses of these Terms concerning the Designer’s Additional Graphic Materials are also applicable.
6.2. The Buyer may use the Design templates and Additional Graphic Materials, regardless of the form, for no other purpose besides using the Platform, ie. ordering Final Products, with the Buyer’s Graphic Materials applied. Violation of this clause is the basis for contractual penalty defined in 8.5.
6.3. The Operator may refuse to apply the Buyer’s Graphic Materials to the Product, if these are not appropriate to be applied to the Product or if they do not contain the necessary elements or are otherwise contrary to the Terms relating to the Additional Graphic Materials.
6.4. By accepting the Operator’s offer for the Final Products („the Purchase Agreement“), the Operator and the Buyer shall enter into a contractual relationship governed by these Terms and Conditions. Unless expressly defined otherwise in the Purchase Agreement, the following shall, among others, hold to be agreed between the Platform and the Buyer:
– The Buyer orders and purchases the certain amount of the Final Products, whereas the Buyer has selected the Additional Graphic Materials to be applied to the Product and/or provided acceptable Buyer’s Graphic Materials to be applied to the Product.
– The Operator shall produce, sell and deliver the certain amount of the Final Products to the Buyer in accordance with the Purchase Agreement within the time frame defined and for the remuneration defined in the Purchase Agreement, including payments terms.
– The title on the Final Products is transferred to the Buyer, when the remuneration is paid in full.
6.5. With conclusion of the Production Agreement the Buyer enters into the contractual relation with the Designer regarding the right to use the ordered Final Products, containing Additional Graphic Materials according to the Production Agreement and these Terms.
7. The Operator as the Designer
7.1. The Operator may make available its own Additional Graphic Materials, in this case the Operator acts as the Designer in the relevant contractual relationships. In this case these Terms are mutatis mutandis applied to the Operator as the Designer.
8. Intellectual Property
8.1. In respect to the approved Additional Graphic Materials, the Designer grants the Operator for the duration of the Design Period, a worldwide, exclusive, license to reproduce, distribute, publicly display, make available, store and archive and otherwise use Additional Graphic Materials (in whole or in part) to the extent necessary to make the Additional Graphic Materials available via the Platform, including but not limited to using the Additional Graphic Materials, in whole or in part, for advertising, promotions, and preparing specialized offers to third parties.
8.2. In respect to the Additional Graphic Materials selected by the Buyer to be applied to the Product, the Designer grants the Operator, a worldwide, non-exclusive, license to produce, package, sell, put on the market, store, transport, import and export the ordered Final Products, incorporating the Designer’s Additional Graphic Materials or a redesign of his or her Additional Graphic Materials. The redesign shall mean any transformation, addition to, subtraction from, translation, alteration, change and/or other adaptation. The Designer explicitly allows that the redesign of his Additional Graphic Materials for the purpose of applying such transformation to the Products via the Platform is prepared by the Operator, Buyer or a third party in their name.
8.3. In respect to the Buyer’s Graphic Materials to be applied to the Product the Buyer explicitly allows the Operator to produce, package, sell, put on the market, store, transport, import and export the Final Products, incorporating the Buyer’s Graphic Materials in the scope necessary to fulfil the Buyer’s order.
8.4. The Designer agrees that rights to the Additional Graphic Materials incorporated in the specific Final Products, which were ordered, produced and sold to the Buyer in accordance with these Terms, are exhausted worldwide when the title of the Final Products is transferred to the Buyer. In other words, the Buyer is free to use, offer, present, sell, import, export, or otherwise dispose of the Final Products worldwide for an unlimited time period. In case of doubt, the Designer grants the Buyer a worldwide, non-exclusive and without time limitation license to use the Additional Graphic Materials in the mentioned scope and limited to the specific Final Products which were bought by the Buyer in accordance with these terms. Nevertheless, the Buyer is prohibited from using, offering, presenting, selling, importing, exporting, or otherwise disposing of the Final Products in the course of trade, if the condition or appearance of the Final Products is changed or impaired after they have been delivered to the Buyer.
8.5. The Buyer is prohibited from, and/or shall not allow or facilitate others, to use, reproduce, redesign, emulate, reverse engineer or make and distribute copies of the Final Product, the Additional Graphic Materials, Design templates or elements thereof, except for the purposes set forth in this Agreement (hereinafter „Illegal Copies“). For violation of this Clause the Buyer is obliged to pay to the Operator a contractual penalty in the amount of 300% of the renumeration the Buyer would have to pay for legitimate use (in accordance with these terms), but not less than 5,000 EUR. For example,if the Buyer made/produced Illegal Copies of the Final Products, the contractual penalty is equal to 300% of net retail price (as defined in Clause 5.2) for the same quantity of the Products, but not less than 5,000 EUR. The Buyer is obliged to provide relevant information about the violation, by providing credible documentation to the Operator; including quantity of Illegal Copies, the details about the persons involved in trade routes thereof (eg producer, distributer, seller).
8.6. The Platform is protected by copyright, trademark and/or other protective rights and are subject to copyright law, unfair competition law and other laws („Operator’s Rights„). Operator is the rightful owner or licensee of all rights to the Platform. With the exception of the normal use of the Platform in accordance with these Terms, use of Operator’s Rights is only permitted with the prior written consent.
8.7. The Designer waives his rights to be named on the product’s containing his Additional Graphic Materials, to the fullest extent possible by law.
9. Force Majeure
9.1. If Operator is prevented from performing any of its obligations in this Agreement due to any cause which is beyond the Operator’s reasonable control, including fire, explosion, flood; acts, regulations, or laws of any government; war or civil commotion; strike, lock-out or labor disturbances; or failure of public utilities or common carriers, or unpredictable non-performance of Operator’s contractors or sub-contractors, involved in the production or delivery of the Final Products (a „Force Majeure Event„), Operator shall not be liable for breach of this Agreement with respect to such non-performance to the extent any such non-performance is due to a Force Majeure Event. Such non-performance will be excused for three months or as long as such event shall be continuing (whichever occurs sooner), provided that the Operator gives immediate written notice to the other party of the Force Majeure Event. Operator shall exercise all reasonable efforts to eliminate the Force Majeure Event and to resume performance of its affected obligations as soon as practicable.
10. Failure to Supply
10.1. Notwithstanding the provisions of previous Clause, in the event that there is no Force Majeure Event but the Operator is, nevertheless, unable or shall fail to supply the Final Products in such quantities as the Buyers shall order and in compliance with the delivery periods set forth in the Production Agreement, the buyer shall provide the Operator with an additional 30 day time limit to supply the ordered Final Products, if the Operator fails to supply the Final Products in the additional time limit, the Buyer may terminate the Purchase Agreement.
11. Notice of Infringements
11.1. Please let us know if you believe that any Additional Graphic Materials or other content made available on and via the Platform violates any laws as per your knowledge. The email may be sent to the address infringement@??.
11.2. If you as the copyright owner or exclusive licensee or you believe that your intellectual property rights are infringed by the Additional Graphic Materials published on the Platform or by any other content on the Platform, please send us an email to infringement@??. Please provide the following information:
– a description of the rights you consider to have been infringed, including registration details if the rights are registered;
– a statement of the content you believe infringes your rights, preferably including a URL, and the part of the content you believe infringes the law;
– your address, telephone number and email address to contact you.
12. Liability
12.1. The Operator is not responsible for any claims regarding the Graphic Materials submitted to the Platform by Users, e.g. regarding Designer’s Additional Graphic Materials and/or regarding the Buyer’s Graphic Materials that had been applied to the Final Product.
12.2. The Operator is not liable to the Designer for any violations of the licenses granted to the Buyer or any misuse of Additional Graphic Materials by the buyer or any third party.
12.3. The Operator is not liable to the Buyer for any legal or material defects of Additional Graphic Materials submitted by the Designers. Buyer may enforce his rights directly against the Designer.
12.4. Use of the Platform is at each User’s own risk. The Platform is provided by Operator under these terms of use „as is“ without warranty of any kind, either express, implied, statutory or otherwise. Operator expressly, to the limit of the law, disclaims any and all warranties of any kind, whether express or implied, to each and any service available from the Platform, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, Operator makes no warranty that: (i) the Platform will meet User’s requirements; (ii) access to the Platform will be uninterrupted; (iii) the quality of the Platform will meet User’s expectations; and (iv) any errors or defects in the Platform, services or materials will be corrected. Operator makes no representations or warranties that the Platform will be permitted in User’s jurisdiction, that any of Additional Graphic Materials submitted by User’s will be available through the Platform or will be stored by the Platform, that the Platform will meet User’s needs, or that Operator will continue to support any particular feature of the Platform.
12.5. Notwithstanding the above, in the case of breach of obligation, on any legal ground whatsoever, Operator is responsible only for intent and gross negligence and in any case the maximum Operator’s liability is 1,000 EUR.
13. Indemnification
13.1. Users agree to defend, indemnify and hold the Operator harmless from and against any and all claims, damages, liabilities, losses or demands arising out of or in connection with (i) User’s use and access to the Platform; (ii) User’s violation of these Terms; (iii) infringement of third party rights (copyrights, trademark rights, personal rights, etc.) by any submitted Graphic Materials. The indemnity obligation includes the reasonable costs of legal defense, in particular regulatory fees, lawyer’s fees, expenses necessary to defend against such claims.
13.2. The Designer shall at its own expense, defend, indemnify and hold the Buyer and the Operator harmless against claims and actions of third parties alleging that the Additional Graphic Materials that had been applied to the Final Product infringe any of third party’s rights. The Buyer and/or Operator shall support Designer’s defense against such claims and actions by (i) notify the Designer without undue delay in writing of such claims and actions; (ii) permit the Designer to defend or settle the claims and actions; and (iii) gives the Designer all information reasonably requested by the Designer and assistance available and the necessary authorizations.
13.3. The Buyer shall at its own expense, defend, indemnify and hold the Operator harmless against claims and actions of third parties alleging that the Buyer’s Graphic Materials that had been applied or is to be applied to the Final Product infringe any of third party’s rights. The Operator shall support Buyer’s defense against such claims and actions by (i) notify the Buyer without undue delay in writing of such claims and actions; (ii) permit the Buyer to defend or settle the claims and actions; and (iii) gives the Buyer all information reasonably requested by the Buyer and assistance available and the necessary authorizations.
14. Miscellanous
14.1. These Terms, together with the applicable Design Agreement, the Purchase Agreement, which was accepted by the Buyer, our Privacy Policy, and any other legal provisions published by the Operator on the Platform, constitute the sole agreement between Users and Operator regarding the use of the Platform.
14.2. These Terms shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. The invalidity or unenforceability of any part of these Terms of Use shall not affect the validity or enforceability of the balance hereof.
15. Choice of law, place of jurisdiction
15.1. These Terms are governed by and shall be construed in accordance with the laws of Slovenia, without respect to its conflict of laws principles.
15.2. The Slovenian Courts shall have jurisdiction over disputes arising from this Agreement, which are not solved amicably.
