Hexton Hills Merchant Licence Agreement

This Licence Agreement (“Agreement”) is made between:

  • Graven Guild Ltd, a company incorporated in Wales (Company No. 11025428) with its registered office as filed at Companies House (“Licensor”); and

  • The subscribing merchant (“Licensee”).

Together, the “Parties.”

1. Definitions

  • Design Files: STL or other 3D printable files created by the Licensor.

  • Models: Physical prints of the Design Files.

  • Branding/Materials: Any promotional images, renders, logos, or text provided by the Licensor.

  • Subscription: The active merchant subscription via MyMiniFactory Tribes.

  • Licence: The rights expressly granted under this Agreement.

All rights not expressly granted are reserved by the Licensor.

2. Grant of Rights

  • The Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable licence to use Design Files that the Licensee has purchased on MyMiniFactory to print and sell physical Models.

  • The Licensee may use Branding/Materials provided by the Licensor solely for the promotion and sale of Models.

  • No rights are granted beyond those expressly stated, and all other rights remain with the Licensor.

3. Restrictions

The Licensee must not:

  • Distribute, share, sublicense, or otherwise make Design Files available in any form.

  • Modify, remix, or create derivative works of the Design Files or Branding/Materials.

  • Produce Models using large-scale industrial methods. While there is no set cap on the number of Models that may be sold, they must be produced by the Licensee using consumer or prosumer 3D printers. The Licence does not permit injection moulding, automated fulfilment centres, or print-farm style operations.

  • Outsource production or sublicence rights to third parties.

  • Use Design Files, Models, or Branding/Materials for AI or dataset training, including machine learning or automated 3D model generation.

  • Create new logos, marks, or branding that could be confused with the Licensor’s branding.

  • Use Branding/Materials in ways that are offensive, unlawful, or damaging to the Licensor’s reputation.

4. Attribution & Branding

  • Each product listing, advertisement, or storefront where Models are offered for sale must clearly state: “Hexton Hills by Graven Guild.”

  • Branding/Materials must not be altered or stripped of notices.

  • At least one original photograph of the Licensee’s own printed Model must be used in promotions.

  • The Licensee shall not make any statement suggesting endorsement, partnership, or exclusivity with the Licensor.

5. Merchant Identification

  • Each Licensee will be issued with an official Hexton Hills Merchant badge and/or a unique merchant number.

  • The Licensee must display this badge or number clearly on all online storefronts, listings, or sales platforms where Models are offered for sale.

  • This badge or number may only be used while the Licence is active and must be removed immediately upon expiry or termination.

  • Existing badges issued under the Campaign A Merchant Licence remain valid until the expiry of those legacy rights on 15 September 2026, provided the merchant continues to comply with the terms of that agreement.

  • The Licensor may withdraw, amend, or replace the badge or merchant number system at its discretion.

6. Fees

  • The licence is conditional on payment of the subscription fee via MyMiniFactory Tribes.

  • The Licensor may revise the subscription fee with 30 days’ notice.

  • If the Licensee does not accept the new fee, the licence terminates at the end of the paid subscription period.

  • The Licence automatically suspends if payment fails.

7. Term & Termination

  • The Agreement automatically terminates if the subscription lapses or is cancelled.

  • The Licensor may terminate immediately for breach, including STL distribution, sublicensing, AI use, or other prohibited activity.

  • The Licensor may also terminate with 30 days’ notice without cause.

  • On termination:

    • The Licensee must cease production of Models.

    • Unsold printed stock may be sold for up to 30 days.

    • All use of Branding/Materials must stop.

  • Clauses relating to restrictions, liability, indemnity, confidentiality, and IP ownership survive termination.

8. Non-Exclusivity & Competition

  • The Licence is non-exclusive. The Licensor may grant licences to any number of merchants, in any location, at its discretion.

  • The Licensor accepts no responsibility for competition between merchants, including those in the same geographic region.

  • No minimum sales volumes or geographic protections are granted.

9. Licensee Responsibilities

  • Maintain valid STL ownership via MyMiniFactory.

  • Provide the Licensor with contact details and links to storefronts.

  • Ensure Models comply with all safety, legal, and marketplace requirements.

  • Cover all costs of production, sales, and delivery.

  • Provide reasonable proof of STL ownership, subscription status, or compliance within 14 days of a request by the Licensor.

Marketplace Compliance
The Licence does not override or replace any rules imposed by third-party platforms such as Etsy, eBay, or similar. The Licensee is solely responsible for ensuring they meet any such platform’s requirements, including any requirement to personally own STL files. The Licensor is not responsible for any suspension, removal, or penalty imposed by such platforms.

10. Scope of Licence & Future Works

  • This Agreement covers all current and future Hexton Hills and Graven Guild STL files, provided the Licensee (i) has purchased the STL file from MyMiniFactory, and (ii) maintains an active merchant subscription.

  • No rights are granted in relation to any file that has not been purchased by the Licensee.

11. Legacy Licences (Campaign A)

  • Merchants licensed under Campaign A (completed 15 September 2024) may continue to sell physical prints of Campaign 1 and Epic Cities STL files only until 15 September 2026, in accordance with the terms of that agreement.

  • This right does not extend to any other STL files.

  • To sell other files, or to continue beyond 15 September 2026, a subscription licence under this Agreement is required.

  • The Licensor may, at its discretion, offer preferential terms or priority access to such merchants.

12. Withdrawal of Merchant Scheme

  • The Licensor reserves the right to withdraw or discontinue the merchant licensing scheme at any time.

  • If withdrawn, this Agreement shall terminate, and the Licensee must cease production and sale of Models.

  • The Licensee may sell through any printed stock on hand for a period of 30 days after termination.

13. Promotional Materials

  • The Licensor is not obliged to provide the Licensee with promotional images.

  • The Licensee may use renders saved from the Licensor’s store pages.

  • The Licensee is encouraged to provide their own photographs of printed Models.

14. Merchant Promotion (Optional Benefit)

  • The Licensor may, at its discretion, list active subscribed merchants on its website or other promotional channels.

  • While the Licensor will make reasonable efforts to promote merchants, it is under no obligation to do so and provides no guarantee of visibility, traffic, or sales.

  • The Licensor reserves the right to decide the format, content, and duration of such promotion, and to remove or amend any listing at any time.

15. Liability & Indemnity

  • The Licensee is solely responsible for the safety, quality, and compliance of the Models it sells.

  • The Licensee indemnifies the Licensor against all claims, damages, costs, or losses arising from its activities under this Agreement.

  • The indemnity survives termination of this Agreement.

  • The Licensor’s liability is limited to the amount of subscription fees paid in the preceding 12 months.

  • Nothing limits liability for fraud, death, or personal injury caused by negligence.

  • The Licensee is liable for the Licensor’s reasonable legal and enforcement costs in the event of breach.

16. Notices

Any notices or communications under this Agreement shall be valid if sent by email to the address provided by the Licensee, or via direct message on MyMiniFactory. Notices are deemed received on the day they are sent, unless the sender receives a delivery failure notification.

17. Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond that Party’s reasonable control, including but not limited to natural disasters, power outages, platform outages, or restrictions imposed by third parties.

18. Governing Law

This Agreement is governed by the laws of England and Wales, and the Parties submit to the exclusive jurisdiction of the English courts.

Executed by subscribing to the Merchant Licence via MyMiniFactory Tribes.

Last ammended 27th September 2025