Haute Stock Designer Plan License

HAUTE STOCK DESIGNER PLAN LICENSE
Rachel & Co. Inc. trading as Haute Stock (hereinafter referred to as Haute Stock)

1. OVERVIEW & RELATIONSHIP TO OTHER TERMS
This Designer Plan Asset License (the "Designer License") governs your use of Haute Stock stock assets under an approved, paid Designer Plan subscription.

The Designer 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 Designer License.

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

Questions about scope should be sent to hello@hautestock.co before the Assets are used.

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 approved Designer Plan account.

"Licensed Product" means a finished digital or permitted physical product created by Licensee, in which Assets are incorporated as a component of Licensee's original design, and which is sold to individual end customers on a per-copy basis. Examples include website templates, Canva template packs, printables, worksheets, planners, workbooks, eBooks, and paid course materials.

"End Customer" means an individual person or single business entity that purchases one copy or one license of a Licensed Product for their own use.

"Derivative Work" means any Asset that has been resized, cropped, recoloured, filtered, composited, overlaid, or otherwise modified. Derivative Works remain subject to this Designer License and to Haute Stock's ownership of the underlying Asset.

3. APPROVAL REQUIRED
The Designer Plan is application-based. This Designer License takes effect only once Haute Stock has approved Licensee's application and the annual fee has been paid. Haute Stock may approve or decline any application at its sole discretion, and may condition approval on the specific product categories, platforms, or business model described in the application. Material changes to Licensee's product model should be disclosed to Haute Stock.

4. LICENSE GRANT
Subject to approval, 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;
- for incorporation into custom client work; and
- for incorporation into an unlimited number of Licensed Products sold to End Customers,

together with a limited right to pass through to each End Customer the narrow use rights described in Section 8, solely as part of the Licensed Product and for no other purpose.

No ownership rights, copyright, or title in any Asset are transferred. All rights not expressly granted are reserved by Rachel & Co. Inc. (Haute Stock).

5. TERM, FEES & RENEWAL
The Designer Plan is billed annually and renews automatically unless auto-billing is cancelled before the renewal date.

Existing members interested in a Designer Plan must submit an application. Haute Stock will confirm approval, next steps, and any applicable prorated upgrade amount.

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

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

6. PERMITTED USES
Licensee MAY:

✓ Use Assets in Licensee's own marketing, across an unlimited number of businesses solely owned and operated by Licensee.

✓ Incorporate Assets into custom client work such as websites, landing pages, social graphics, ads, launch assets, brand collateral, for an unlimited number of clients.

✓ Provide social media management services for clients using Assets.

Products sold to customers

✓ Include Assets in website templates (including Showit, WordPress, Squarespace, Shopify and similar), Canva templates, and other editable design templates sold to End Customers.

✓ Include Assets in printables, worksheets, planners, workbooks, guides, and digital downloads sold to End Customers.

✓ Include Assets in eBooks and printed books sold on a per-copy basis, including through retail platforms, provided the Assets support the work and are not the primary product being purchased.

✓ Include Assets in select physical products where the Asset supports rather than constitutes the product, for example invitations, stationery suites, planners, journals, books, and branded materials.

✓ Include Assets in paid course materials, including done-for-you graphics and templates supplied as course components or bonuses, where the course is sold per seat to individual purchasers.

✓ Leave Assets in place inside the customer's editable working file where the format requires it, for example, within a Showit Media Library or a Canva template file — as a component of the finished template.

✓ Create and sell an unlimited number of Licensed Products 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.

7. PROHIBITED USES
Licensee MAY NOT:

Distribution model
🚫 Distribute Assets, or products containing them, at scale rather than per-customer. This includes content inside a membership site, subscription library, community, free resource vault, bundle giveaway, or any distribution where Assets reach an open or unlimited audience. Every permitted distribution must be made on an individual, per-recipient or per-customer basis and must not provide the Assets to an open, shared, or unlimited audience.

🚫 Include Assets in any product carrying resale rights (MRR, PLR, RR) or in any product that grants the purchaser the right to resell, redistribute, or relicense the Assets.
Distribute Assets through print-on-demand services or third-party design platforms that make Assets available beyond a single finished product.

Asset integrity
🚫 Sell, loan, sublicense, transfer, share, or make Assets available for download as standalone files, image packs, "resource folders," or bundled extras.

🚫 Deliver unedited or “as is” Assets to a customer as standalone files, including by Google Drive, Dropbox, WeTransfer, or a shared folder.

🚫 Create products where the Asset is the main design component, such as art prints, wall art, mugs, phone cases, tote bags, calendars, screensavers, or clipart.

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

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

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

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

8. END CUSTOMER RIGHTS & ANTI-EXTRACTION REQUIREMENTS

What the End Customer gets. Each End Customer of a Licensed Product receives a limited, non-exclusive, non-transferable right to use the Assets only as they appear within that Licensed Product, for the End Customer's own business or personal use. For custom client work permitted under Section 6, the client receives the limited right to continue using the Assets solely as incorporated into the finished client work delivered by Licensee. The client receives no independent license to the Assets and may not extract, redistribute, resell, sublicense, or reuse the Assets outside that finished work.

What the End Customer may not do. The End Customer may not extract, isolate, download separately, redistribute, resell, sublicense, or reuse any Asset outside the finished Licensed Product, and may not transfer the Assets to another designer, vendor, or platform.

Licensee's obligations. Licensee must:
take reasonable technical steps to prevent extraction i.e. flatten, embed, compress, or web-optimize Assets wherever the product format allows, and never supply full-resolution source files as such;

include clear license language in every Licensed Product stating that the imagery is licensed from Haute Stock, is included solely as part of the product, and may not be extracted or reused elsewhere;

not represent that the purchase confers rights to the Assets;

not use the Haute Stock name, marks, or collection names in product titles or as a selling feature without prior written consent.

Licensee remains liable to Haute Stock for misuse of Assets by an End Customer where that misuse was enabled by Licensee's failure to meet these obligations.

9. AI-ASSISTED TOOLS
The ARTIFICIAL INTELLIGENCE (AI) USE & RESTRICTIONS section of the General Terms applies in full.
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 Haute Stock, including where that output ships inside a Licensed Product.

Permitted AI edits are limited to colour changes, removal of non-human objects, resizing, cropping, composition adjustment, and other limited 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, or generate new likenesses based on Haute Stock models.

Licensee may not upload Assets or derivative outputs into any third-party AI system for training, fine-tuning, prompting, seeding, or improving a model, and may not use AI outputs to build competing stock libraries or derivative commercial asset collections.

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, distribution, or sale, and assumes all risk arising from it.

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

Licensee may continue to sell existing Licensed Products that already contained Assets at the end of the term, and existing End Customers keep their rights under Section 8.

Licensee may not create new products or templates containing Assets, add Assets to existing products, or take on new client work using Assets.

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

Any provisions of this Designer 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, End Customer 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 Designer License is terminated for breach, all rights end immediately and without refund, including the right to continue selling existing Licensed Products.

11. BREACH & ENFORCEMENT
Any use outside the scope of this Designer 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 Haute Stock, 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, an End Customer's misuse of Assets distributed by Licensee, or Licensee's use of AI-assisted tools, prompts, 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