Canadian Capers™
Non-Exclusive Licensing Agreement
1. Parties and Binding Effect
This Licensing Agreement (“Agreement”) governs the purchase and use of a Canadian Capers artwork license and constitutes a legally binding agreement between Moki Enterprise (“Licensor”) and the purchaser identified in the order record (“Licensee”).
By checking the required agreement box at add to cart and completing a purchase, the Licensee confirms that it has read, understood, and agrees to be bound by this Agreement.
The Licensee acknowledges that acceptance of this Agreement is a condition of purchase.
2. Definitions
“Apparel Products” means finished garments intended to be worn on the body, limited to: t-shirts, sweatshirts, and hoodies. No other product categories are included unless separately approved in writing by Moki Enterprise.
“Commencement Date” means the date on which the file delivery email is issued by Moki Enterprise to the Licensee following purchase.
“License Term” means the two (2) year period commencing on the Commencement Date and expiring on the second anniversary thereof, as confirmed in the file delivery email.
“Standard Independent Production” has the meaning set out in Section 11.
“Brand Guidelines” means the Canadian Capers brand guide delivered with the artwork files, as may be updated by Moki Enterprise from time to time.
3. License Scope
Each purchase grants a non-exclusive, non-transferable license to use the selected Canadian Capers artwork on apparel products only. No other product categories are included unless separately approved in writing by Moki Enterprise.
Non-exclusive means Canadian Capers may license the same design to other buyers. The Licensee is not purchasing exclusive rights.
Use is limited to Standard Independent Production as defined in Section 11. Large-scale manufacturing or national retail distribution requires a separate extended license.
4. Permitted Use (Grant of License)
The Licensee may use the licensed design(s) solely for the commercial production and retail sale of finished apparel products, subject at all times to the limitations set out in this Agreement.
All rights not expressly granted herein are reserved by the Licensor.
5. Prohibited Uses
The Licensee shall not, under any circumstances:
Resell, sublicense, distribute, or otherwise make available the artwork as a standalone asset;
Make the artwork available to any third party except as incorporated into finished Apparel Products;
Modify, adapt, or create derivative works from the artwork except as expressly permitted under Section 6.
6. Artwork Integrity and Permitted Modifications
The licensed artwork must be used as supplied and may not be altered, modified, or adapted in any way without the prior written consent of Moki Enterprise, except as expressly set out in this Section.
The following modifications are permitted without prior written consent:
Removal of descriptive captions or subtitles, provided the Canadian Capers™ trademark, wordmark, and brand name are not removed or altered;
Substitution of the typeface used in headline or caption text, provided the replacement font is: (a) commercially licensed or free-to-use; (b) consistent in tone and visual style with the Canadian Capers brand aesthetic as described in the Brand Guidelines; and (c) does not alter the meaning, layout, or visual hierarchy of the original design.
The following are strictly prohibited without prior written consent:
Adding, altering, or removing graphic elements;
Recolouring, repositioning, or combining characters with other graphics;
Modifying characters or artwork in any way;
Removing or altering the Canadian Capers™ trademark, wordmark, or brand name;
Adding new captions, slogans, or text elements.
7. File Delivery
Artwork files will typically be delivered within 24 hours following purchase and acceptance of this Agreement via email or secure download link to the address provided at checkout.
Delivery includes: print-ready artwork files, PNG files with transparent backgrounds, a mini brand guide (colour palette, typography, and basic usage guidelines), a character profile sheet, and the Canadian Capers Licensing Agreement (attached to the delivery email and available online).
The file delivery email will also confirm the Commencement Date, the expiry date of the License Term, and the specific design(s) licensed. This email serves as the Licensee’s record of the rights granted under this Agreement.
The Licensee is responsible for ensuring the accuracy of the email address provided and for checking spam or filtered folders. Moki Enterprise is not responsible for failed delivery caused by incorrect contact information or email filtering issues.
8. Ownership and Intellectual Property
All artwork, characters, designs, trademarks, trade dress, and associated intellectual property rights, whether registered or unregistered, including all copyrights and any applicable moral rights, are and shall remain the exclusive property of Moki Enterprise. Moki Enterprise confirms that it holds full right, title, and authority to enter into this Agreement and to grant the rights herein.
No ownership rights are transferred under this Agreement. The Licensee is granted a limited, non-exclusive, non-transferable right to use the artwork strictly in accordance with this Agreement. No implied rights are granted.
9. Territory and Term
This license is granted for use in Canada. The Licensee may also sell licensed Apparel Products outside Canada, provided such sales are incidental to a Canadian-based operation. This license does not grant rights to establish a primary market or dedicated distribution outside Canada without prior written approval from Moki Enterprise.
This license is valid for the License Term, commencing on the Commencement Date and expiring two (2) years thereafter, as confirmed in the file delivery email issued under Section 7. At expiry, all rights to use the artwork revert to Moki Enterprise. Continued use of the artwork after expiry without a valid renewal constitutes a breach of this Agreement.
10. Renewal
This license does not renew automatically. To request renewal, contact info@getmoki.com at least 30 days before the license expiry date.
Moki Enterprise will make reasonable efforts to remind the Licensee of the approaching expiry date; however, failure to do so does not affect the expiry date or the Licensee’s obligations under this Agreement.
Renewal is not guaranteed. Moki Enterprise reserves the right to decline renewal, modify terms, or adjust pricing at its sole discretion. A new written agreement is required for any renewal, and nothing in this Agreement creates any obligation to renew.
11. Production Scale
This license is intended for Standard Independent Production—defined as typical small to mid-scale apparel production by independent brands, including direct-to-consumer sales, limited wholesale accounts, and online marketplaces. For guidance, Standard Independent Production is generally understood to mean production consistent with an independent brand’s typical operations and does not include distribution through major retail chains, national retail programs, or large-scale wholesale or distribution networks.
“Limited wholesale accounts” means a limited number of independent retail stores and does not include distribution through major retail chains, national retail programs, or large-scale wholesale or distribution networks.
The following uses are not permitted under this Agreement and require a separate extended license from Moki Enterprise:
National retail programs or distribution through major retail chains;
Mass-market or large-scale manufacturing;
Large-scale wholesale or distribution networks.
If the Licensee’s use materially exceeds Standard Independent Production, the Licensee agrees to notify Moki Enterprise and to enter into good faith discussions regarding an appropriate extended license.
12. Additional Usage
Requests for expanded product categories, exclusive rights, or custom adaptations are not covered by this Agreement and must be separately approved in writing by Moki Enterprise. Additional fees may apply.
13. Non-Transfer
This license is granted to the original purchaser only and may not be assigned, transferred, shared, or otherwise conveyed to any third party in whole or in part without prior written consent from Moki Enterprise.
14. Branding
The Licensee is granted a limited right to use the Canadian Capers™ wordmark and brand name solely on finished Apparel Products and associated labelling and marketing materials, strictly in accordance with the Brand Guidelines. This trademark licence is non-exclusive, non-transferable, and coterminous with the license granted under this Agreement.
Use of the Canadian Capers™ name or mark on finished products is encouraged, provided such use is consistent with the Brand Guidelines.
15. Termination
Failure to comply with this Agreement may result in termination of the license. Moki Enterprise will provide written notice of breach and allow fourteen (14) days to remedy the breach before termination takes effect.
Termination does not entitle the Licensee to any refund and does not limit any other rights or remedies available to Moki Enterprise.
16. Compliance
The Licensee agrees to comply with this Agreement and, upon reasonable request, provide confirmation of such compliance.
17. Indemnification
The Licensee is responsible for any claims, damages, losses, liabilities, costs, or expenses arising from its use of the licensed artwork, including claims relating to the Licensee’s apparel products, manufacturing, labelling, advertising, or marketing materials.
18. Limitation of Liability
Moki Enterprise shall not be liable for any indirect, incidental, special, punitive, or consequential damages resulting from or relating to the use of the licensed artwork or the Licensee’s inability to use it.
19. Refund Policy
All licensing purchases are final. Due to the nature of digital artwork delivery, no refunds or exchanges are offered.
20. Injunctive Relief
The Licensee acknowledges that unauthorized use of the artwork may cause irreparable harm for which monetary damages may be inadequate. Moki Enterprise reserves the right to seek injunctive, equitable, or other urgent relief in addition to any remedies available at law.
21. Governing Law and Jurisdiction
This Agreement is governed by the laws of the Province of Quebec and the applicable federal laws of Canada. Any dispute arising from this Agreement shall be submitted to the courts of Quebec.
This Agreement is provided in English. Upon request, a French version will be made available. / La présente entente est rédigée en anglais. Une version française sera fournie sur demande.
22. Entire Agreement and Conflict
This Agreement constitutes the entire agreement between the parties with respect to the licensed artwork and supersedes any prior discussions or understandings concerning the same subject matter.
In the event of any inconsistency between the file delivery email and this Agreement, this Agreement prevails.
Questions? Contact us at info@getmoki.com.