Design Transfer Agreement
This Agreement relates to the sale and transfer or license of Intellectual Property Rights in Designs which are created by a Designer for a Client via callfordesign.com.
This Agreement will apply to you in your capacity as either a Client or Designer in respect of the sale and transfer or license of a Design.
When a client selects a winning Design for their Calls In Progress (Design Contest), or selects a Designer for a one-on-one (VIP) project, the Client and the Designer will be deemed to have entered into a legally binding agreement for the provision of that Design from the Designer to the Client, in each case upon the terms of this Agreement as set out below, unless the Client and the Designer otherwise separately agree in writing. The Client and the Designer hereby accept and agree that Call for Design Limited (the “Company”) is not a party to this Agreement and that all warranties, undertakings, obligations, duties, actions and liabilities under this Agreement are those of the Client and Designer to the exclusion of the Company.
Parties
The parties to this Agreement are the Client and the winning Designer which the Client selects in respect of a Call In Progress (Design Contest) hosted by the Client, or the Designer the Client has selected for a one-on-one (VIP) design project, as the case may be (“Independent Designer”). If there is more than one winning Designer, then the Client will be deemed to enter into a separate agreement on the terms of this document with each winning Designer.
Date of this agreement
This Agreement is entered into between the Client and the Designer on the date that the Client selects the relevant design (Winning Design) as part of a Calls In Progress (Design Contest), or when the Client selects and engages with a designer (“Independent Designer”) for a one-on-one (VIP) design project.
Callfordesign.com Terms and Conditions of Service
By using callfordesign.com, you have read and agreed to be bound by our Call For Design Terms and Conditions of Service. A copy of those Terms and Conditions may be found here.
To the extent that there is any inconsistency between the terms of this Agreement, any other agreement between you and another Client or Designer, and the Terms and Conditions of Service, then those documents will be read in the following order of precedence:
1. First, the Terms and Conditions of Service will take precedence over all other documents; and
2. Second, any separate agreement between you and another Client or Designer will take precedence over this Agreement (apart from clauses 4(c) and 5 of this Agreement which will take precedence over that separate agreement).
Terms
The following terms and conditions will apply to you in both your capacity as a Client and as a Designer.
1. Definitions
Terms defined in the Terms and Conditions Of Service will have the same meaning in this Agreement.
2. Provision of the design
The Designer hereby agrees to provide and deliver the “Winning Design” from the “Call Won”, and Independent Designers must provide and deliver designs when engaging in a one-on-one (VIP) call with the Client.
3. Assignment of the intellectual property rights
a) This clause will apply if a Client has purchased the Winning Design from a Call Won pursuant to a Design Contest, or purchased design services from an Independent Designer.
b) If this clause applies, then upon receipt of payment for the Winning Design, in the form of Call For Design British Pound Credits (pursuant to the terms of the Services Agreement), the Designer hereby assigns to the Client, all Intellectual Property Rights which the Designer has or may in the future have in the Winning Design.
4. Incorporation of intellectual property rights owned by a third party
a) The Designer warrants that prior to supplying the Winning Design to the Client, the Designer has disclosed to the Client any Intellectual Property Rights in the Delivered Design which may be held by a third party.
b) If the Design incorporates the Intellectual Property Rights of a third party, then:
1. The Designer warrants that it has obtained a license from the relevant third party to incorporate the Intellectual Property Rights of that third party in the Design (“Third Party License”);
2. If the Third Party License is capable of assignment to the Client, then the Designer hereby assigns and transfers to the Client, and the Client hereby agrees to take an assignment and transfer of, the Third Party License and all of the rights and obligations of the Designer under the Third Party License;
3. If the Third Party License is not capable of assignment to the Client, then:
1. The Designer must disclose this fact to the Client prior to providing the Client with the Winning Design and prior to the conclusion of the relevant Design Contest (if any), and prior to delivering designs via a one-on-one (VIP) project;
2. The Designer warrants that the Client may obtain a Third Party License to the Winning Design in its own name; or the Delivered Design in a one-on-one (VIP) project; and
3. Prior to the conclusion of the Call In Progress (Design Contest) (if any) or the supply of designs (Delivered Design) via a one-on-one (VIP) project to the Client, the Designer must provide the Client with details of where to obtain the Third Party License to the Winning Design (Design Contest) and Delivered Design (VIP Call) in its own name and the cost of doing so.
4. The Designer warrants that unless expressly stated to the contrary by the Designer prior to providing the Client with the Winning Design and prior to the conclusion of the Call In Progress (Design Contest) (if any), and one-on-one (VIP) Call, the Third Party License provides the Client with a worldwide, royalty free, perpetual right to display, distribute and reproduce (in any form) the Intellectual Property Rights of the third party contained in the Winning Design and Delivered Design via (VIP) project.
c) The Designer hereby indemnifies and keeps indemnified the Client, Call For Design and Call For Design’s third party providers (“Indemnified Parties”) against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which the Indemnified Parties may suffer or incur as a result of a breach by the Designer of any of the provisions of clauses 3 and 4.
5. Liability of Call For Design and its third party providers
a) You acknowledge and agree:
1. Call For Design and its third party providers are not parties to this Agreement; and
2. Call For Design and its third party providers shall each not be liable or responsible for any breach of this Agreement by any party to this Agreement.
b) Not withstanding clause 5(a), you agree that Call For Design and its third party providers may rely on and benefit from the indemnity provisions set out in clause 4(c).
6. Miscellaneous
a) Any notice given under this Agreement must be in writing and must be signed by the party or its agent giving the notice. A notice is taken to be received:
1. In the case of a notice delivered by hand, when so delivered;
2. In the case of a notice sent by pre paid post, on the third day after the date of posting;
3. In the case of a notice sent by facsimile, upon the receipt by the sender of a transmission report from the dispatching facsimile machine which confirms that the facsimile has been successfully sent; or
4. In the case of a notice sent by email, upon the receipt by the sender of a confirmation from the recipient or the recipient’s email server that the email has been received by the recipient.
b) If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.
c) This agreement is governed by, and must be construed in accordance with, the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.