Purchase Contract and Licence Agreement

between

Taktilesdesign GmbH
Tannenbergstr. 45
23689 Pansdorf near Lübeck, Germany

– „licensor“ –

and

– „licensee“ –

1. Content of Contract

1.1 The Licensor has developed tactile surface designs, called textures, to make tactile surfaces or renderings. The textures and technical requirements for the implementation of tactile surfaces are described in Appendix 1, which is an integral part of this contract. The licensor has or is responsible for the protective rights mentioned in Section 2 for the textures.
1.2 Licensee intends to manufacture, offer and market tactile surfaces on objects using the licensor’s surface designs.
1.3 This contract is regularly closed by setting the checkmark of agreement with the purchase contract and / or by download of the file from the purchase contract by the licensee and pressing the order button of the selected texture with the licensor. Licensee and the Licensor agree that the above-mentioned transactions constitute the conclusion of the Purchase Agreement. The Licensor accepts Licensee’s offer at the moment Licensee’s payment for the selected texture has been received by the Licensor. The Licensor will then release the file for Licensee to download the selected texture. In the exceptional cases of the discount granted in accordance with Section 5.2, this contract will not be concluded until the proof of the licensor has been provided thereof.

2. Contractual rights protection

The Licensor is the sole owner of the designs and / or copyrights mentioned below:

1. Intellectual property rights apply to some designs according to German legislation § 2 DesignG

2. Copyrights apply to the textures according to German legislation § 2 UrhG

3. Licensed Products

Licensed Products are tactile surfaces on items that are realised according to the contract protection rights (“licensed surfaces by Taktilesdesign GmbH”).

4. License

4.1 The Licensor grants Licensee a simple license to the contractual protection rights for the manufacture, use, offering and placing on the market of the licensed tactile surface.
The licensee is entitled to produce the licensed products in his own or another’s workshop.
4.2 The licensor retains the right to use the contractual protection rights for the production, use, offering and distribution of the licensed products in the contract territory.
4.3 The license is granted for the following territory (“Contract Territory”): Worldwide
4.4 Licensee is not entitled to sublicense third parties to the contractual protection rights.
4.5 Licensee is otherwise not entitled to transfer the rights arising from this contract or their contract as a whole to third parties.
4.6 Other rights than those mentioned above are not granted.

5. License fee

5.1 Licensee pays the Licensor within seven days of ordering the selected texture is a one-time license fee equal to the one specified for the selected texture price including VAT.
5.2 Upon request, the licensor may grant a discount of up to 40% on the license fee to the licensee in special cases. Special cases are in particular scientific theses. Licensee has to provide evidence to the licensor before the conclusion of the contract.
5.3 Upon payment of the license fee by the licensee to the licensor, the purchase and usage rights to the contractual texture are settled. The Licensor is entitled to demand appropriate compensation in the case of a license product issued by Licensees from 10,001 units or more in accordance with § 32a UrhG (“Bestseller”).

6. Due date, payment and delay of the license fee.

6.1 The license fees are to be paid in EURO. Foreign currencies are converted according to the exchange rate published by the European Central Bank on the date of the accounting in accordance with point 7.3.
6.2 Licensee is in default, without the need for a reminder, if he/she does not pay the license fee in due time to the licensor. For the duration of the delay Licensee pays interest to the Licensor at the rate of 9% above the base rate according to §§ 247, 288 BGB. The licensor may demand higher interest for another legal reason. It is also entitled to assert further damages.
6.3 Licensee can only offset with undisputed or legally established counterclaims.
6.4 If an overpayment by Licensee is found in the control of the payment receipt, the Licensor refunds the overpaid amount within 30 days.

7. License notice

Licensee is entitled to label the licensed products with the following notice:
“Manufactured under license of Taktilesdesign GmbH”

8. Competition clause

The licensor is entitled to refuse to license any improvements to the contractual protection rights if the licensee competes with the licensor.

9. Warranty

9.1 The Licensor declares that she is free to dispose of the contractual protection rights and the descriptions of the know-how (Annex 1), and that attacks by third parties are just as unknown as a burden on the contractual protection rights or the descriptions of the know-how (Annex 1) rights of third parties, in particular in the form of rights of use or dependence on third-party property rights.
9.2 The Licensor does not assume any liability for material and legal defects. In particular, the licensor assumes no liability for the fact that the contractual protection rights are final, economically exploitable, technically executable or usable or that the contractual protection rights or the descriptions of the know-how (Annex 1) do not violate the rights of third parties.
9.3 Licensee agrees to indemnify the Licensor against third-party claims arising from product liability or advertising claims of Licensee, unless the damage arises as a result of a defective construction of the Licensor.

10. Existence of the contract protection rights

The licensor is obliged to maintain the contractual protection rights and to operate the grant proceedings pending for the contract rights in an appropriate manner. The Licensor is further obliged to defend the contract protection rights against attacks of third parties, in particular objections and nullity actions. The costs are borne by the licensor.

11. Contract duration

11.1 The contract is closed for an unlimited period.
11.2 With the cessation of the last contract protection right, the contract also ends before the end of the contract period mentioned in Section 11.1.

12. Final provisions

12.1 Side agreements will not be made. Changes and additions to this contract must be made in writing. § 126 BGB.
12.2 If a provision of this contract does not comply with the statutory provisions, the validity of the remaining provisions of the contract remains unaffected. The parties undertake to replace the ineffective provision of the contract with a legal provision which comes closest to the original legal and economic intentions of the parties. The same applies if the contract should have a gap that needs to be supplemented.
12.3 Privacy Policy is an integral part of this agreement as posted on the
Licensor’s website, found under https://www.taktilesdesign.de/texturedatabase/.
12.4 The contract is subject to German law, excluding the conflict of laws rule in Germany.
12.5 Place of fulfilment is the registered office of the licensor.
12.6 For all disputes arising from or in connection with this contract or its effectiveness, the district court Lübeck is exclusively responsible.

Appendix:
Appendix 1 – Description of the textures of Taktilesdesign GmbH and technical requirements for the implementation of tactile surfaces

Description of the textures of Taktilesdesign GmbH and
technical requirements for the implementation of tactile surfaces

Textures of Taktilesdesign GmbH contain height information about the tactile surface to be created in the form of black (deep) and white (high) and shades of grey. Textures of Takilesdesign GmbH are not to be confused with photographs or 2D scans, which are partly combined with color data.

Textures of Taktilesdesign GmbH are delivered as tif or png data format.

The textures are intended for rendering or production data creation for the manufacturing of tactile surface objects using e.g. laser engraving equipment, 3D printers or milling machines.

Our textures are laid out in tiles, which can be seamlessly put together to create large surfaces. The resolution is 1270 dpi or 500l /cm.

Details from 20 micron or greater can be shown with in the resolution mentioned in 4. For a representation of smaller details with our textures, the respective manufacturing process must be suitable.

A scaling of the size of the textures by +/- 30% is possible. Smaller or larger scaling may cause a reduction in quality.

The user / licensee can apply our textures in appropriate 3D programs (eg the freeware blender) or with special investment software on his/her 3D part (so-called “mapping”).

The recommended depth of textures is given for each texture design. The depth can be scaled in proportion to the size. The user sets the depth of the texture in his/her chosen program.

Taktilesdesign GmbH offers the process step of mapping on request as a service apart from the sale of textures.

For functional textures, boundary conditions and the user’s production process have to be considered. The Takilesdesign GmbH gives no promise to fulfill with the sold textures a well-defined function.

5.6.2018