Tidymark - Terms of Sale (DRAFT)

Status: draft, not in force. Checkout is not open. This text follows section 5 of the approved plan and must be reviewed by IP counsel in the launch markets (Australia first, then the US) before the 1,000th prospect is contacted. It is not legal advice.

Seller: [SELLER LEGAL NAME], [ABN / company number], [postal address], [contact email] ("we", "us"). Buyer: the business that completes checkout ("you").

1. What you are buying

Digital files of a refreshed logo concept that was generated for your business, in the tier you choose (for example vector and raster files, colour / mono / reversed versions, favicon set, small-size mark). Files are delivered by instant download after payment. There are no revisions, calls or briefs.

2. Your licence

We grant you a perpetual, worldwide, royalty-free licence to use, copy, modify, display and reproduce the delivered files for any lawful business purpose, to the extent any rights exist in the files to license. You may sub-license the files to people working for you (for example a sign writer, printer or web developer) for your business's use.

This is a licence, not a transfer of copyright. We explain why in section 6.

3. Our promise not to assert rights against you (non-assertion covenant)

We will never claim, assert or enforce any copyright, design right or other right we may have in the delivered files against you, your successors, or anyone using the files on your behalf for your business. This promise continues if we sell our business, and binds whoever acquires it.

4. Delivery exclusivity

The delivered design was generated for your business. We deliver it only to you. We will never sell, show, license or deliver that design to anyone else, and we will not use it in our own marketing without your written permission. Candidate designs that were generated for your business but not delivered are deleted within 30 days after your private preview expires.

Delivery exclusivity is a contractual promise about what we do. It is not a promise that no one else in the world has, or will create, a similar design (see section 7).

5. Screening and provenance records

Similarity screening. Before a design is offered, our automated checks compare it against the other designs our system has shown or delivered, and against a bank of generic stock-style symbols, and reject near-duplicates. The screening record for your design is available on request. We promise that this screening was performed and tell you what it covered; we do not promise any particular conclusion from it. External reverse-image search is not yet part of the screening, and the record says so.

Provenance record. Each delivery includes a provenance record listing the generation system and its version, the provider terms version that applied, the date, the pipeline version, the automated checks the design passed, and file fingerprints (SHA-256). Keep it; it documents how the files were made.

6. How the design was made, and what that means for copyright

• The design was produced by automated generative tools and selected by automated checks. No human designer authored it.
• Copyright protection for the output may be limited or unavailable in some jurisdictions, because copyright generally requires human authorship. That is why section 2 is a licence plus the promise in section 3, rather than a transfer of copyright.
• Trademark protection does not depend on copyright. A trademark protects a logo as a brand. If the logo matters to your business, run a trademark clearance search before relying on it, and for anything important consider filing through a trademark attorney.
• We only use generation tools whose provider terms permit commercial use and resale of outputs, and we record the provider terms version for each design.

7. What we do not promise

• No guarantee of uniqueness. Someone else may independently have or create a similar logo.
• No trademark clearance. We have not searched trademark registers for you.
• No representation that the design is registrable as a trademark or design in any jurisdiction.
• No claim that the design is "original" in any legal sense beyond the facts in sections 4-6.
• No endorsement: the preview you saw was an unofficial concept and was not endorsed by anyone.

8. Refunds

Refunds are automated. You can request a full refund within 14 days of purchase for any reason, without questions, from the link in your receipt. After a refund, your licence ends and you must stop using the files. Nothing in these terms limits rights you have under the Australian Consumer Law or other consumer protection law that cannot be excluded.

9. Contact and messages

We contacted you because your business published its email address on its own website. You can stop all messages with the one-click unsubscribe link in any email; we honour it within 5 working days and add your address to a suppression list used for every market we operate in.

10. General

These terms are governed by the laws of [STATE], Australia. If any clause is unenforceable, the rest continues to apply.