Terms & Licensing Agreement
1. Who we are and what this covers
This agreement is between you and Royal Consultancy LLC, a Florida limited liability company based in Miami, Florida, USA, trading as Yapida Art (“we”, “us”). It governs every purchase you make on yapidaart.com and the use of any file you download. The artworks are created by the artist Yapida (the “Artist”).
By ticking the agreement box at checkout and paying, you accept these terms. If you buy for a company, you confirm that you are authorized to bind it.
2. What we sell
We sell digital download files only. We do not print, frame or ship anything, and we do not offer print-on-demand services. Each artwork (an “Artwork”) is available under four licences:
- High-Resolution Personal Print File — personal, noncommercial use.
- Large Format Personal Print File — personal, noncommercial use.
- Commercial License — limited commercial use (section 3.2). You choose the High-Resolution or Large Format file.
- Global Perpetual Exclusive Rights — exclusive rights (section 3.3). You receive the largest file.
Commission requests sent through our contact form are not purchases. Any commission, and any sale of a physical artwork in the future, will be agreed separately in writing and under its own terms.
3. Your licence
3.1 Personal licences (High-Resolution and Large Format)
We grant you a non-exclusive, non-transferable, worldwide licence to make prints of the Artwork, using a print service if you wish, and to display them for your own private, noncommercial use, for example in your home. You may not use the Artwork, or prints of it, in any business, commercial, promotional or public setting, and you may not sell, rent, publish or give away the file or copies of it.
3.2 Commercial License
We grant you a non-exclusive, non-transferable licence, worldwide, for one (1) year from the date of purchase, to:
- produce physical print reproductions of the Artwork in print runs totaling up to one hundred (100) copies; and
- apply the Artwork to unlimited print-on-demand merchandise, produced one item at a time as orders are placed (for example apparel, mugs or phone cases), and sell those physical products.
No online use. You may not display, post or distribute the Artwork as digital content, including on websites, social media, advertising, apps, stock or marketplace libraries, online galleries or digital products. The only exception is photographs or mockups of your licensed physical products, used solely to sell those products.
No file resale. You may not sell, license, share or redistribute the digital file or any derivative of it as a file.
When the one-year term ends, you must stop producing new copies and remove any print-on-demand listings. You may sell remaining inventory produced during the term for 90 days afterwards.
3.3 Global Perpetual Exclusive Rights
We grant you a perpetual, worldwide, exclusive licence to reproduce, display, distribute and commercially use the Artwork in any medium, subject to sections 3.4 and 3.5. After your purchase we will not sell or license that Artwork to anyone else, and it will be marked as sold on the site.
- The Artist keeps the copyright and moral rights in the Artwork. This is an exclusive licence, not a transfer of copyright.
- The Artist may show the Artwork in a portfolio, exhibitions and promotional material about the Artist’s work, but may not sell it or license it to others.
- Personal and Commercial licences sold before your purchase remain valid for their own terms.
- You may not transfer or sublicense the rights, except to a successor that acquires your whole business, with written notice to us.
3.4 Rules for every licence
Under every licence you must not:
- use the Artwork, or any file or image of it, to train, fine-tune or test any artificial intelligence or machine-learning system;
- create, mint, list or sell an NFT or any other blockchain token linked to the Artwork;
- claim to be the author of the Artwork, register it as a trademark or design, or imply that the Artist endorses you or your products;
- remove, alter or tamper with the identifying data embedded in the file (section 6);
- share your download links, or copy the file for anyone other than yourself;
- use the Artwork in anything unlawful, defamatory, hateful or sexually explicit, or in political advertising.
3.5 Rights we keep
All rights not expressly granted are reserved. Nothing here transfers ownership of the Artwork or its copyright. Licences are personal to the buyer named on the order.
4. Prices and payment
Prices are shown in US dollars, euros or British pounds and are fixed at checkout. Prices include any tax that applies, and we do not add further tax at checkout. Payment is processed by Stripe, and we never see or store your card number. If a payment is reversed or disputed, we may end your licence and block downloads.
5. Digital delivery
After payment you are taken to a confirmation page that provides a download link. Each link is valid for 15 minutes. You can reload the confirmation page to generate a new link, up to 3 downloads in total within 7 days of purchase. Download and back up your file promptly, because we cannot guarantee later access. If a download fails, email [email protected] within that period and we will help.
6. Identifying data in your file
Every file we deliver carries a hidden identifier linked to your order and licence, stored in the file’s metadata. It lets us confirm the origin of copies and enforce this agreement. It does not change how the image looks. We keep a record of the identifier together with your order.
7. No refunds; digital content
All sales are final and non-refundable, because the file is delivered immediately and cannot be returned.
If you are in the European Union or the United Kingdom: by completing your purchase you expressly ask us to begin delivering the digital content right away, and you acknowledge that you lose your right to withdraw from the contract within 14 days once delivery begins. You confirm this by ticking the withdrawal box at checkout. This does not affect rights you cannot waive under mandatory law, such as a remedy for a file that is faulty or not as described.
8. Liquidated damages for misuse
8.1 If you use, copy, share, publish, sell or sublicense an Artwork or its file outside the licence you purchased (a “Misuse”), including commercial use under a Personal licence, online use or file resale under a Commercial licence, or any AI-training or NFT use, you agree to pay Royal Consultancy LLC liquidated damages of US$1,500 for each Artwork involved.
8.2 The parties agree that losses from a Misuse, such as lost licence fees, lost exclusivity and harm to the Artist’s reputation and market, are difficult to measure or prove. They agree that US$1,500 is a reasonable estimate of that loss made in advance, and is not a penalty.
8.3 The amount applies per Artwork, regardless of the number of copies or the length of the Misuse. It is our only claim for money damages for that Misuse. It does not limit our right to a court order to stop the Misuse and remove or destroy infringing copies, to recover reasonable attorneys’ fees and costs of enforcing this section, or to end your licence.
8.4 This section is part of the agreement you accept by ticking the agreement box at checkout.
9. Ending your licence
Your licence ends automatically if you breach this agreement, or at the end of its term (Commercial License). On ending, you must stop using the Artwork under the licence, subject to the 90-day sell-off in section 3.2, and delete the files. Sections 3.4, 3.5, 8 and 10 to 14 continue to apply.
10. Warranties and liability
The Artist represents that the Artwork is the Artist’s original work. Except for that, files are provided “as is”, and we do not guarantee that they suit a particular printing process, size or purpose, or that the site will be uninterrupted.
To the fullest extent the law allows, our total liability to you for any claim relating to a purchase is limited to the amount you paid for it, and we are not liable for indirect or consequential losses, lost profits or lost business. Nothing in this agreement limits liability that cannot lawfully be limited, or any rights you have under mandatory consumer law.
11. Your responsibility
You are responsible for how you use the Artwork. If you are a business buyer, you agree to cover reasonable losses and legal costs we suffer from third-party claims arising from your use of the Artwork outside this agreement, or from products you make with it.
12. Privacy
We collect your name, email address, billing country, payment confirmation, IP address, and a record of when and in which version you accepted these terms. We use them to deliver your file, send receipts, prevent fraud, keep legal and tax records, and enforce this agreement. Payments are handled by Stripe, files and hosting by Cloudflare, and contact messages by Web3Forms. We keep order records for as long as needed for those purposes and the law. We do not sell your personal data. To ask about your data, or to access, correct or delete it, email [email protected].
13. Governing law and disputes
This agreement is governed by the laws of the State of Florida, USA, without regard to conflict-of-laws rules. The state and federal courts located in Miami-Dade County, Florida have exclusive jurisdiction over disputes, and you consent to them, except that if you are a consumer in the EU or UK, you keep any right to bring a claim in your home courts and to the protection of mandatory consumer laws there.
14. General
- Changes. We may update these terms for future purchases. The version in force when you buy applies to that purchase, and the version number is recorded with your order.
- Whole agreement. This agreement, with the order confirmation, is the whole agreement between us about your purchase.
- If a part fails. If any provision is found unenforceable, the rest remains in force and the provision is applied to the closest lawful extent.
- No waiver. Not enforcing a right at once does not waive it.
- Assignment. You may not assign this agreement without our written consent. We may assign it to a successor of our business.
- Language. This agreement is written in English, and the English version prevails.
15. Contact
Royal Consultancy LLC, trading as Yapida Art
Miami, Florida, USA
Email: [email protected]