This legal agreement (hereinafter referred to as the "Agreement") is made between you or your company, firm or other organization (hereinafter referred to as the "User") and MB Digi Verslas (hereinafter referred to as the "Company", collectively with the User referred to as the "Parties" to the Agreement). MB Digi Verslas, registered in the Republic of Lithuania (EU), is the owner and operator of the website t-shirt-prints.com (and related domains).
Please read this Agreement carefully before downloading or using any Content. By confirming the purchase of Content, downloading Content from the Website, or otherwise obtaining or using Content, you agree to be bound by the terms and conditions of this Agreement and the restrictions on use of the Content contained herein and/or posted on the Website. If you do not wish to be bound by the terms of this Agreement, do not purchase or download the Content.
1. Definitions
Author - means the company MB Digi Verslas that creates and owns the rights to the Content using artificial intelligence tools under its direction.
Company - means MB Digi Verslas, registered in the Republic of Lithuania (EU), company code 306665166.
Content - means specific copies of unique images generated by artificial intelligence, available on the Website and selected by you.
Intellectual property - means all patents, rights in inventions, copyrights and related rights, moral rights, trademarks, service marks, trade names, business styles, symbols, logos and designs, trade names and domain names, rights in designs, goodwill and the right to sue for unfair competition, rights in computer software, rights in databases, rights to use and protect the confidentiality of confidential information (including know-how) and all other intellectual property rights, whether registered or unregistered, including all applications and rights to obtain, renew or extend such rights, and all similar or equivalent rights or forms of protection which now exist or may hereafter exist anywhere in the world.
Invoice - means the formal electronic document detailing the purchased Content, License Fee, and transaction details provided to the User via the User's Personal Account upon completion of the purchase.
Personal account - means your account on the Website provided by MB Digi Verslas that allows you to access your purchase history, download purchased Content, and manage your profile information.
License - means a non-exclusive, royalty-free right granted to you by MB Digi Verslas to reproduce the Content solely for the Permitted Uses as defined in this Agreement.
License fee - means all amounts payable by you to MB Digi Verslas in respect of the License.
Permission - means a model or property release or other permission or waiver of third party rights that is necessary or desirable to be obtained in connection with your use of the Content.
Permitted Uses - means the creation of physical end products for personal or commercial use by printing the Content on items such as apparel (t-shirts, hoodies, etc.), accessories (mugs, phone cases, bags, etc.), or decor (posters, canvas prints), provided such use complies with all restrictions in this Agreement. This also includes using the Content as part of a larger design for websites or social media, provided that the Content cannot be downloaded or extracted as a stand-alone file by third parties.
Reproduction - means any form of copying, publishing, reproducing, displaying, distributing, broadcasting, streaming, printing, or otherwise exploiting the Content (in each case whether or not intended for an audience).
Royalty-free - means Content that is licensed for an unlimited number of Permitted Uses for a one-time license fee and is specifically identified as 'Royalty-Free' or 'RF' on the Website.
Terms - means the terms and conditions set forth in this Agreement.
Website - means the website owned and operated by MB Digi Verslas at t-shirt-prints.com (as amended from time to time by MB Digi Verslas).
2. Contracting parties
2.1. The parties to this Agreement are the Company and the User. MB Digi Verslas, registered in Republic of Lithuania (EU), owns and operates the Website (and related domains) and offers its AI-generated Content for licensing through the Website. The license granted under this Agreement is conditional and subject to the User and its employees and contractors complying with this Agreement and paying the Company the license fee in full.
3. Grant of rights and restrictions
3.1 General license grant
3.1.1. Subject to the restrictions set forth in the Terms, Company grants you a non-exclusive, worldwide, perpetual right to reproduce the Content solely for the Permitted Uses defined in this Agreement (see Section 1).
3.2. Regarding all licenses
3.2.1. Subject to Section 5.5, you may modify, adapt or manipulate the Content as follows:
3.2.1.1. Content may be cropped, resized or otherwise manipulated solely for the purpose of improving the technical quality or adapting it to your final product, provided that the essential nature of the content is not substantially altered in a misleading manner.
3.2.1.2. Subject to Section 3.2.1.1, you may modify, crop, manipulate and create derivative works from the Content for incorporation into your final products within the Permitted Uses.
3.2.2. You may not incorporate the Content (or any part thereof) into a logo, trademark or service mark.
3.2.3. You may use the Content as a reference for the creation of drawings or other visual works.
3.2.4. Information about the Content (as defined in Section 4.3) and any captions or keywords associated with the Content are provided 'as is' and the Company does not guarantee the accuracy of such information. In particular, you acknowledge that information about the Content may have been translated from the original language using automated machine translation over which the Company has no influence or control and, accordingly, the Company disclaims any liability for any inaccurate, misleading, defamatory, offensive, infringing or illegal content resulting from or arising from such translation process.
3.2.5. You acknowledge that the Content is generated by artificial intelligence. While the Company strives for unique results, AI generation is complex and may result in Content that unintentionally resembles existing styles, objects or concepts. You are solely responsible for ensuring that your particular use of the Content is appropriate and does not infringe the rights of any third party (see Section 7).
3.2.6. You may not use the Content in a manner that is pornographic, defamatory, fraudulent, libelous, obscene, indecent, or otherwise unlawful, or in connection with any illegal goods or services, including, without limitation:
- (I) in connection with pornography, adult videos, adult entertainment venues, escort services or similar services; or
- (II) in a context that infringes or may be construed to infringe the intellectual property rights or privacy rights of any third party, whether directly or in context or juxtaposition with other materials;
- (III) in a manner that promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; or
- (IV) in a manner that could reasonably be considered offensive or unduly controversial.
3.2.7. If any Content is used in a context (even if it does not depict a recognizable person) that would lead a reasonable person to believe that any person depicted endorses a product or service, or if the context would be offensive or unduly controversial to a reasonable person, you must accompany such use with a statement indicating that the Content is illustrative or AI-generated.
3.2.8. Subject to the attribution obligations set forth in Section 4.3, you may store the Content in a digital library, network configuration or other electronic storage system for viewing within your organization and for use in Products created for your customers pursuant to Section 3.2.11.
3.2.9. Not all Content is authorized. You are responsible for verifying the existence of all necessary permissions (see Section 7 below).
3.2.10. The license granted to you under this Agreement is personal to you and the Content may not be:
- (I) sublicensed, resold, transferred or otherwise made available for use by any third party, except as provided in Section 3.2.11; or
- (II) distributed separately or detached from a product or web page. For example, the Content may be used as an integral part of a website design, but may not be made available for download separately or in a format intended for permanent storage or reuse by website users. Similarly, your end users may receive copies of the Content as an integral part of a work product, but they may not receive the Content or a license to use it separately.
3.2.11. You may permit a third party (such as a client, printer or print-on-demand service) to use the Content, but only to the extent strictly necessary for such third party to reproduce or incorporate the Content into a final product on your behalf in accordance with the Permitted Uses defined in this Agreement. You must ensure that any such third party:
- (I) Uses the Content solely for your benefit and in accordance with the terms and restrictions of this Agreement;
- (II) Does not obtain any independent right to use the Content; and
- (III) Agrees to destroy or return the Content upon completion of the work or upon your request.
You remain fully responsible and liable for any use of the Content by such third parties as if it were your own use. This permission does not allow you to resell or distribute the license itself or the standalone Content file to third parties.
3.2.12. The Content may not be distributed in a manner that allows third parties to download, extract or access the Content as a stand-alone file.
3.2.13. You may not use the Content in templates (i.e., pre-formatted designs that end users can use to add their own content) without the Company's prior written consent.
3.2.14. The Content may be shared by creating an image library, network configuration or other similar structure, provided that only persons employed or contracted by the organization that is a party to this Agreement have access to the Content through such sharing process.
3.2.15. Your Reproduction of the Content under the Royalty-Free license granted is limited solely to the Permitted Uses defined herein (see Section 1). Subject to compliance with these Terms, there are no limits on the number of end products created or on the duration or territory of use.
4. Authorship and intellectual property issues
4.1. Nothing in this Agreement is intended or shall be construed as a transfer or assignment of any intellectual property rights of MB Digi Verslas to you. You acknowledge that all right, title and interest in and to the AI-generated Content and any information about the Content, including but not limited to any applicable intellectual property rights created by or belonging to the Company, shall remain with MB Digi Verslas and, except for the specific rights granted in Section 3, nothing contained herein shall be construed as transferring any right or title in the Content to you.
4.2. You acknowledge that the Content is generated using artificial intelligence. While the Company owns the rights to the specific output it provides to you, the underlying AI models and their training data may include third-party elements or learn from large data sets. The Company makes no claims as to the originality or non-infringement status of any underlying elements that may be reflected in the Content. Your license is to the unique image as provided.
4.3. Content that you store, distribute or otherwise make available must always retain, to the extent technically feasible and applicable, all source attributions of MB Digi Verslas, the Content identification number, and any other information or metadata associated with the Content ('Content Information') embedded in or provided with the electronic file containing the Content. Failure to maintain the integrity of available Content Information shall be considered a material breach of this Agreement.
4.4. In connection with the use of the name MB Digi Verslas or any other trade name, trademark, logo or service mark of MB Digi Verslas , you acknowledge and agree that:
- (I) such marks are and shall remain the exclusive property of MB Digi Verslas;
- (II) nothing herein grants you any right to use such marks; and
- (III) you will not now or in the future contest the validity of such marks.
4.5. You will immediately notify MB Digi Verslas if you become aware or suspect that any third party:
- (I) has accessed the Content through you;
- (II) is misusing the Content, in whole or in part; or
- (III) is infringing any intellectual property rights of MB Digi Verslas.
5. Warranty and limitation of liability
5.1. The Company warrants that if any Content contains defects in materials or workmanship which are reported to the Company in writing within fourteen (14) days from the date of delivery of the Content, the Company will, at the Company's option, either replace such Content with another digital copy of the Content that is free from defects or refund the license fee paid by you to the extent it relates to the defective Content.
5.2. The Company warrants that it has the necessary rights to license the specific AI-generated Content provided to you on the terms set forth in this Agreement.
5.3. Except as expressly provided in Sections 5.1 and 5.2, the Website and the Content are provided 'as is'. The Company makes no other warranties, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement with respect to the Content or its use. The Company specifically disclaims any warranty that the Content is free of elements that, due to the nature of AI generation, may resemble third party trademarks, copyrighted works, or other proprietary materials. The Company shall not be liable for any loss of profit or revenue, loss or damage to reputation, loss of contracts, loss of customers or any indirect, special or consequential damages, losses, costs, expenses or other claims (whether caused by the negligence of the Company, its employees or agents or otherwise) arising out of or in connection with this Agreement, even if the Company has been advised of the possibility of such damages. Each provision of this Section 5.3 shall be deemed a separate limitation (which shall survive and continue in full force and effect even if for any reason one or more of such provisions is held inapplicable, inappropriate or unenforceable under any circumstances) and shall survive the termination or expiration of this Agreement or any license hereunder.
5.4. Subject to Section 5.6, the Company's maximum aggregate liability arising out of or in connection with this Agreement (whether for breach of contract, negligence or otherwise) shall be limited to the total license fees paid by you in the twelve (12) months immediately preceding the date on which you give notice to the Company of your intention to bring a claim under this Agreement.
5.5. The Company shall not be liable for any claims, damages, losses, expenses, or costs arising out of or in connection with any alteration, cropping, manipulation, editing, or any other modification made to the Content by you or on your behalf, or as a result of the context in which the Content is used.
5.6. Nothing in this Agreement shall exclude or limit any liability or claim:
- (I) for death or personal injury;
- (II) for fraud;
- (III) arising from the willful misconduct or gross negligence of the Company or its employees, agents or others; or
- (IV) which cannot be excluded or limited by law.
6. Payment
6.1. The license granted herein, allowing Reproduction of the Content in accordance with the Permitted Uses is effective immediately upon successful completion of the purchase and payment of the License Fee.
7. Permissions information
7.1. Due to the nature of the AI-generated Content, the Company makes no representations or warranties and grants no rights with respect to:
- (I) the existence of any releases or permissions with respect to the potential likeness of the Content to any real person (living or dead), place, property, trademark, trade dress, logo, copyrighted design, art, architecture or other intellectual property of any third party that the AI may have used as a reference or inspiration;
- (II) any rights of privacy or publicity with respect to elements depicted in the Content.
7.2. You must independently evaluate the Content and ensure that your intended use does not infringe the rights of any third party. You are solely responsible for determining whether your use requires any additional permissions, consents or releases (e.g., if the Content is similar to a well-known trademark or copyrighted work and you are using it commercially) and for obtaining such permissions. If you are in any doubt, it is your responsibility to obtain legal advice. You may not rely on any representation made by any employee or representative of the Company except as set forth in this Agreement.
7.3. Your failure or refusal to obtain the appropriate permissions to reproduce the Content will be considered a material breach of this Agreement and an infringement of Intellectual Property Rights for which you shall be solely responsible and for which you shall indemnify and hold harmless the Company and its respective parents, subsidiaries, successors, assigns and all employees and agents. This indemnification is in addition to, and not in substitution for, the indemnification set forth in Section 8 of this Agreement and shall survive the expiration or earlier termination of this Agreement.
8. Indemnification
8.1. You agree to indemnify, defend, and hold harmless the Company and its respective parents, subsidiaries, successors, assigns, and all employees and agents from and against any and all claims, losses, expenses, or costs, including, but not limited to, reasonable attorneys' fees, arising out of:
- (I) any unauthorized use or alleged unauthorized use of any Content;
- (II) any claim by a third party related to your failure to obtain any required approvals; and
- (III) any other breach by you of any of your obligations under this Agreement. The provisions of this Section shall survive the expiration or earlier termination of this Agreement.
9. License fee
9.1. You agree to pay the Company the License Fee for each Image as set forth on the Website at the time of purchase. The final price may vary based on applicable discounts as displayed during the checkout process.
10. License cancellation and termination
10.1. All purchases of Content licenses are final. Refunds will be handled solely in accordance with the Company's Refund Policy. Except as provided therein, in Section 5.1 of this Agreement, or as required by mandatory applicable law, you are not entitled to a refund.
10.2. The Company may terminate or revoke your license to the Content as a result of a potential or actual legal claim. In the event of such termination or revocation, you and your client (if applicable) must immediately cease all further use of the Content, delete the Content and all copies thereof from all magnetic/electronic media, and destroy all other copies in your or their possession or control. The Company may, in its sole discretion, replace the Content with an alternative.
10.3. This Agreement and any license granted hereunder will terminate immediately if you:
- (I) enter into voluntary or involuntary liquidation, administrative receivership or other insolvency or bankruptcy;
- (II) cease or threaten to cease trading (if applicable); or
- (III) commit a material breach of this Agreement and, if such breach is capable of remedy, it is not remedied within fourteen (14) days of receipt of notice requiring remedy.
Upon termination, all rights granted will immediately revert to us and any further use of the Content may be considered an infringement of copyright and/or other intellectual property rights.
10.4. Any provision of this Agreement expressly or impliedly intended to survive or continue in effect after the termination or expiration of this Agreement shall remain in full force and effect.
11. Confidentiality
11.1. Each party agrees and undertakes, during the term of this Agreement and after its termination, to keep confidential, not to use for its own purposes and not to disclose without the prior written consent of the other party, all information concerning the business and affairs of the other party (including the terms (but not the fact) of this Agreement) which may come to the knowledge of such party in connection with this Agreement, unless such information is in the public domain, has been independently obtained from a third party without restriction on disclosure, or is required to be disclosed by law or regulatory authority or for the purpose of legal proceedings involving either party.
12. Data privacy
12.1. We will collect and process personal information provided by you or collected by us in order to perform our contractual obligations to you and to provide services in connection with this Agreement. We will always comply with applicable data protection laws (including GDPR) and process your personal information in accordance with our Privacy Policy.
13. Condition of content
13.1. You must ensure that there are no possible defects in the Content (whether digital or otherwise) before using it for Reproduction. Except as provided in Section 5.1, the Company shall not be liable for any loss or damage suffered by you or any third party arising from any alleged or actual defect in any Content or its caption or in any way from its reproduction.
14. Downtime
14.1. Due to the nature of server provision, downtime and loss of transmissions may occur during scheduled maintenance. You are advised to keep a copy of your account status and information regarding purchased Content.
15. Audit
15.1. You agree to keep separate and detailed records of all reproductions of the Content so that Company may verify your compliance with the Terms. At least ten (10) days prior to any audit, the Company or any other person authorized by the Company may inspect during business hours any records, accounts, and/or servers related to the reproduction of the Content to ensure that the Content is being used in accordance with this Agreement. This right of inspection shall continue for one (1) year after the expiration or termination of any license granted to you.
16. Miscellaneous provisions
16.1. The Company does not claim any right to royalties, mechanical reproduction fees and other payments available from collective management organizations or other representative bodies in connection with secondary uses of the Content included in the End Use ('Secondary License Fees'), and you do not acquire any right, title or interest to claim or collect any Secondary License Fees on your behalf.
16.2. It is a condition of this license that, prior to licensing any Content, you are not aware of or have received any correspondence, statements, complaints or claims from the Company or any third party (collectively, 'Claims') alleging that the Content infringes the copyright or other intellectual property rights of any third party or is otherwise unauthorized. Any such Claims existing at the time the Content is licensed shall void any license granted. Any use of copyrighted Content in a manner not expressly permitted by this Agreement may constitute copyright infringement and entitle the Company to exercise all rights and remedies available to it under copyright laws around the world. You will be liable for all damages resulting from such copyright infringement, including any claims by third parties. In addition to other remedies under this Agreement, the Company reserves the right to charge you up to five (5) times the Company's standard license fee for unauthorized use of the Content.
16.3. You must ensure that you maintain a valid and accessible email address provided to the Company at the time of registration or as updated and communicated to the Company from time to time. The Company may contact you or give you any notice under these Terms at the email address provided by you upon registration.
16.4. Except as expressly set forth in these Terms, no modification of these Terms will be effective unless in writing and signed by the Company and you.
16.5. No action of the Company, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A waiver by the Company of any part of this Agreement shall not be deemed a waiver of any other part.
16.6. This Agreement and the Terms supersede any terms contained in any purchase order or other communication sent by you, and no action or inaction by the Company shall be deemed to be an acceptance of your proposed terms. If any provision of this Agreement is found to be invalid or unenforceable, in whole or in part, this Agreement will continue in effect as to the unenforceable provision and the remainder of the provision.
16.7. Neither party shall be liable to the other under this Agreement for any failure, interruption, delay or other similar circumstance resulting from causes beyond its reasonable control.
16.8. Subject to Section 3.2.11, neither party may assign, subcontract, sublicense or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably delayed or withheld.
16.9. If the Company hires an attorney or collection agency to collect any unpaid amount owed by you, you agree to pay all collection costs, attorney fees, and court costs associated therewith, in addition to any unpaid amounts and applicable interest.
16.10. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Lithuania (EU), without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall first be resolved by amicable negotiation. If negotiations fail, the dispute shall be finally settled by arbitration administered by the Vilnius Court of Commercial Arbitration (VCCA) in accordance with its rules. The seat of the arbitration shall be Klaipeda, Republic of Lithuania (EU). The parties agree that the language of the arbitration shall be English. However, if mandatory provisions of the laws of the Republic of Lithuania (EU) governing the arbitration require that the proceedings be conducted in Lithuanian, the language of the proceedings shall be Lithuanian. The arbitral award shall be final and binding on the parties. Judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The prevailing party shall be entitled to recover its reasonable attorneys' fees with respect to the aspect of its claim or defense on which it prevails, and any award of opposing attorneys' fees shall be offset.
Notwithstanding the foregoing, the Company shall have the right to commence and prosecute any legal or equitable action or proceeding in any court of competent jurisdiction to obtain injunctive or other relief against you if, in the opinion of the Company, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, regardless of any other applicable statute of limitations, any arbitration must be commenced within two years after the act, event or occurrence giving rise to the claim.
16.11. You acknowledge that the Content has special, unique and extraordinary characteristics that make it difficult to estimate the monetary damages that the Company may suffer from unauthorized use. You agree that unauthorized use may cause irreparable harm to the Company and that injunctive relief may be appropriate in the event of a breach of this Agreement.
16.12. If, after notice, you fail to take any action required of you under this Agreement, the Company shall have the right and ability, but not the obligation, to enforce such action and to recover all reasonable costs, expenses, attorneys' fees and disbursements in connection therewith, if such enforcement is awarded by a court of competent jurisdiction.
16.13. This Agreement is binding upon the parties and their respective legal representatives, successors and assigns.
16.14. This Agreement supersedes all prior oral and written agreements between the parties.