Haute Stock Agency Plan License

HAUTE STOCK AGENCY PLAN LICENSE
Rachel & Co. Inc. trading as Haute Stock

1. OVERVIEW & RELATIONSHIP TO OTHER TERMS
This Agency Plan Asset License (the "Agency License") governs your use of Haute Stock assets under a paid Agency Plan subscription.

The Agency Plan License supplements and modifies the rights and restrictions set out in the standard Haute Stock membership terms. The Haute Stock Terms of Service, Purchase Agreement, Terms of Membership, Asset License, and Privacy Policy (collectively, the "General Terms") are incorporated by reference and apply except where modified by this Agency License.

If there is any conflict or inconsistency between this Agency License and the General Terms, this Agency License controls with respect to Agency Plan subscribers, whether it expands, limits, modifies, or replaces a provision of the General Terms.

If you have questions about any portion of this Agency License, contact us at hello@hautestock.co before using the assets.

2. DEFINITIONS
"Assets" means images, stock photography, videos, templates, icons, backgrounds, graphics, styled mockups, Canva template packs, and similar digital content made available by Haute Stock, including any AI-assisted or Recolor Tool output derived from them.

"Licensee" means the individual or single legal entity named on the Agency Plan account. The license is granted to that person or entity only.

"Client" means an individual person or single business entity that engages Licensee for custom, done-for-you creative services and that is the intended end user of the resulting work.

"Client Deliverable" means a custom design, website, or marketing material created by Licensee specifically for one identified Client, in which Assets are incorporated as a component of Licensee's original design work.

"Derivative Work" means any Asset that has been resized, cropped, recolored, filtered, composited, overlaid, or otherwise modified. Derivative Works remain subject to this Agency License and all Haute Stock ownership rights in the underlying Asset.

3. LICENSE GRANT
Subject to Licensee's continued payment and compliance, Haute Stock grants Licensee a non-exclusive, non-transferable, worldwide, limited-use license to download and use the Assets:

- for Licensee's own business marketing; and
- for incorporation into Client Deliverables created for an unlimited number of Clients.
- No ownership rights, copyright, or title in any Asset are transferred. All rights not expressly granted are reserved by Rachel & Co. Inc.

4. TERM, FEES & RENEWAL
The Agency Plan is billed annually and renews automatically unless auto-billing is cancelled in the Account Menu.

Existing members may upgrade at any time via Manage Subscription; upgrades are charged a pro-rated fee based on the time remaining on the current plan.

Agency Plan fees are non-refundable once payment has been processed, notwithstanding any refund provisions contained in the General Terms.

The Agency License remains in effect only while the Agency Plan is active and paid, except for any rights and obligations that expressly survive termination under Section 10.

5. PERMITTED USES
Licensee MAY:

Own business use
✓ Use Assets in Licensee's own marketing across websites, blogs, social media, Pinterest, email newsletters, landing and sales pages, paid advertising, presentations, and brand content.

✓ Use Assets across multiple businesses solely owned and operated by Licensee.

Client work
✓Incorporate Assets into custom websites, landing pages, sales pages, and marketing designs built for a Client.

✓ Create Client graphics, social media posts, Pinterest pins, podcast covers, ad creative, launch assets, email graphics, and brand collateral using Assets.

✓ Provide social media management services for Clients using Assets, including publishing Asset-based content to a Client's own social accounts.

✓Serve an unlimited number of Clients and Client Deliverables during the active term.

Editing
✓ Resize, crop, apply filters, adjust colour and orientation, and overlay Assets with text, logos, screenshots, product designs, or PDF designs.

✓ Use the Recolor Tool and any AI-assisted editing functionality made available through the Haute Stock platform, subject to Section 9.

6. PROHIBITED USES
Licensee MAY NOT:

Products and resale

🚫 Include Assets in templates, digital products, physical products, printables, planners, workbooks, eBooks, or other products created for resale. A Designer Plan is required for those uses.

🚫 Include Assets in any product carrying resale rights (MRR, PLR, RR) or in giveaways, bundles, freebies, or lead magnets distributed at scale.

🚫 Use Assets in content distributed inside a membership site, course library, subscription community, print-on-demand service, or third-party design marketplace.

🚫 Sell, loan, sublicense, transfer, share, or make Assets available for download to any third party.

Delivery and access
🚫 Transfer unedited or “as is” Assets to a Client as standalone files, or otherwise make Asset files available to a Client for separate use, including through Google Drive, Dropbox, WeTransfer, or a shared folder.

🚫 Share login credentials or provide Haute Stock library access to any Client or customer. Access is for the named account holder only, absent prior written consent from Haute Stock.

Asset integrity
🚫 Use Assets to create derivative products where the Asset is the main design component, including art prints, mugs, phone cases, calendars, screensavers, or clipart.

🚫 Claim Assets as Licensee's own, or register any Asset, alone or as a component, as a trademark or copyright.

🚫 Transfer any copyright or usage right in an Asset to a third party.

🚫 Use Assets to create or promote a competing stock content platform or digital asset service.

Content standards
🚫 Use Assets in offensive, defamatory, illegal, misleading, or pornographic contexts.

7. CLIENT RIGHTS & THE HANDOFF
Assets must be incorporated into Licensee's own design work, not handed over as stock. When Licensee delivers a Client Deliverable:

The Client receives the right to use and display the finished Client Deliverable for the Client's own business, in the form delivered.

The Client receives no independent license to the underlying Assets and may not extract, isolate, redistribute, resell, or reuse any Asset outside the finished Client Deliverable.

The Client may not pass Assets to another designer, vendor, or third party for separate use.

Licensee is responsible for informing Clients of these limits and remains liable to Haute Stock for a Client's misuse of Assets supplied by Licensee.

Licensee should deliver Assets in flattened, embedded, or web-optimized form wherever the project permits, and must not supply full-resolution source files for their own sake.

8. AUTHORIZED USERS
The Agency License is granted to the named Licensee entity. Employees and contractors working directly on Licensee's projects may work with Assets within Licensee's design process, but may not hold or use their own access to the Haute Stock library under Licensee's account. Additional user access is available only by prior written agreement with Haute Stock.

9. AI-ASSISTED TOOLS
The ARTIFICIAL INTELLIGENCE (AI) USE & RESTRICTIONS section of the General Terms applies in full to Agency Plan subscribers. In summary, and without limiting those terms:

AI-assisted output derived from Assets is a derivative work; ownership of the underlying Asset remains exclusively with Rachel & Co. Inc (Haute Stock).

Permitted AI edits are limited to colour changes, removal of non-human objects, resizing, cropping, composition adjustment, and other limited visual modifications expressly permitted by Haute Stock.

Licensee may not alter, generate, or recreate a model's facial features, body shape, skin tone, ethnicity, hair, or other identifying human characteristics; generate new likenesses based on Haute Stock models; or produce deceptive, defamatory, explicit, unlawful, or misleading outputs.

Licensee may not upload Assets or derivative outputs into any third-party AI system for training, fine-tuning, prompting, seeding, or improving a model outside Haute Stock's expressly permitted tools.

AI credits are consumed on use and are not refundable or replaceable based on dissatisfaction with an output.

Licensee reviews all AI output before publication and assumes all risk arising from it.

10. CANCELLATION & POST-TERM RIGHTS
If the Agency Plan lapses, is cancelled, or is not renewed:

Existing Clients may continue to use and display Client Deliverables completed during the active term, and Assets already incorporated into those completed Client Deliverables may remain in place.

Licensee may not use Assets for new Clients, new projects, or new deliverables.

Licensee must stop downloading Assets and lose access to the library.

Any provisions of this Agency License which by their nature are intended to survive cancellation, expiration, or termination will remain in effect, including without limitation provisions relating to prohibited uses, Client rights and restrictions, intellectual property ownership, AI-assisted use and restrictions, breach and enforcement, indemnification, limitation of liability, dispute resolution, governing law, and any continuing post-term rights or obligations.

If the Agency License is terminated for breach, all rights granted under it end immediately and without refund, including any continuing rights relating to existing Client Deliverables.

11. BREACH & ENFORCEMENT
Any use outside the scope of this Agency License is a material breach and may result in immediate termination of the license and membership access without refund. On breach, Haute Stock reserves the right to issue cease-and-desist notices; invoice for unlicensed use at commercial licensing rates; pursue damages including lost licensing fees, legal costs, and enforcement fees; seek injunctive relief; report infringement under the DMCA; and pursue all available legal and equitable remedies. In any proceeding related to these terms, the prevailing party is entitled to reasonable attorneys' fees and court costs.

Licensee agrees to indemnify, defend, and hold harmless Rachel & Co. Inc., its affiliates, licensors, technology providers, AI providers, contractors, officers, employees, and agents against any claims, liabilities, damages, losses, or expenses (including attorneys' fees) arising from Licensee's breach, Licensee's use of Assets, a Client's misuse of Assets supplied by Licensee, or Licensee's use of AI-assisted tools and outputs.

12. WARRANTIES, LIABILITY & GENERAL
Assets are provided "as is", without warranty of any kind, express or implied, including merchantability or fitness for a particular purpose.

All Assets are protected by copyright, and ownership remains with Rachel & Co. Inc. or the original creator.

Haute Stock makes no representation or warranty of non-infringement and does not guarantee that all Assets carry releases from brands, designers, or manufacturers whose trademarks, logos, or products may appear.

Haute Stock is not liable for any claims, damages, or legal actions resulting from the use or modification of any Asset, or for AI-generated outputs, unintended AI alterations, fictionalized or synthetic content, third-party AI behaviour, or member-generated AI manipulations.

Haute Stock's total liability for any reason shall not exceed the total purchase price paid for the Product.

Portions of the photographic content on the Haute Stock website may have been generated using artificial intelligence, created with open-source tools and datasets, and are clearly marked where required by law.

Credit and attribution are not required, but always appreciated.

Haute Stock may modify this License from time to time. Licensee's electronic acceptance or re-acceptance of revised terms, or continued use of the membership or Assets after revised terms become effective, constitutes acceptance of the revised License.

Disputes are resolved first by good-faith negotiation, then by binding arbitration in Calgary, Alberta, within ninety (90) days of the initial demand.

This License is governed by the laws of the Province of Alberta and of Canada.
If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

13. CONTACT
Rachel & Co. Inc. (Haute Stock) Suite 300 – 4838 Richard Road SW, Calgary, Alberta T3E 6L1 hello@hautestock.co