Design Transfer Agreement

Last revised on: February 2017

This Agreement relates to the sale and transfer or license of Intellectual Property Rights in Designs which are created by Tech Help LA for a Customer via techhelpla.com.

This Agreement will apply to you in your capacity as a Customer in respect of the sale and transfer or license of a Design.

When a Customer purchases a Design from Tech Help LA, the Customer and Tech Help LA will be deemed to have entered into a legally binding agreement for the provision of that Design from Tech Help LA to the Customer, in each case upon the terms of this Agreement as set out below, unless the Customer and Tech Help LA otherwise separately agree in writing.

Parties

The parties to this Agreement are the Customer and Tech Help LA which the Customer selects in respect of a design created by Tech Help LA for the Customer.

Date of this agreement

This Agreement is entered into between the Customer and Tech Help LA on the date that the Customer selects the relevant Design (“Transferred Design”).

Tech Help LA services agreement

By using techhelpla.com, you have agreed to be bound by our Tech Help LA Terms of Use. A copy of that agreement 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 Customer or Tech Help LA, and the Services Agreement, then those documents will be read in the following order of precedence:

  1. First, the Services Agreement will take precedence over all other documents; and
  2. Second, any separate agreement between you and another Customer or Tech Help LA will take precedence over this Agreement (apart from clauses 5(c) and 6 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 Customer and as a Tech Help LA.

1. Definitions

Terms defined in the Services Agreement will have the same meaning in this Agreement.

2. Provision of the design

Tech Help LA hereby agrees to provide and deliver the Transferred Design to the Customer in accordance with Tech Help LA’s obligations set out in the Services Agreement.

3. Assignment of the intellectual property rights

  1. a) This clause will apply if a Customer has purchased the Transferred Design:
  1. Pursuant to a created design; or
  1. b) If this clause applies, then upon receipt of payment for the Transferred Design in the form of Tech Help LA Dollar Credits (pursuant to the terms of the Services Agreement), Tech Help LA hereby assigns to the Customer, all Intellectual Property Rights which Tech Help LA has or may in the future have in the Transferred Design.

4. Licence of the intellectual property rights

  1. a) This clause will apply if a Customer has purchased a Design from the Ready-made Design Store where the Design was sold to the Customer for use on a non-exclusive basis, pursuant to which the Customer was to be granted a non-exclusive license to use the Intellectual Property Rights in the Design.
  2. b) If this clause applies, then upon receipt of payment for the Transferred Design in the form of Tech Help LA Dollar Credits (pursuant to the terms of the Services Agreement), Tech Help LA hereby grants to the Customer a non-exclusive, royalty free, worldwide, irrevocable, perpetual license to:
  1. Use, reproduce and distribute the Transferred Design; and
  2. Sell, assign and/or transfer the rights licensed to the Customer in the Transferred Design to any person.
  1. c) The license rights granted in clause 4(b) are personal to the Customer and may not be sub-licensed by the Customer to any person. The Customer is the only person who may use the Transferred Design in accordance with the rights granted under clause 4(b).
  2. d) Apart from the license rights granted to the Customer with respect to the Transferred Design under clause 4(b), Tech Help LA reserves all other rights in respect of the Transferred Design and the Intellectual Property Rights subsisting in the Transferred Design, including but not limited to, the right use the Transferred Design for any purpose, and the right to license these reserved rights to third parties.
  3. e) Customer acknowledges that and agrees that by purchasing the right to use the Transferred Design on a non-exclusive basis, Customer’s rights in and to the Transferred Design are limited. The limitations include, but are not limited to:
  1. The inability to prevent Tech Help LA and, Tech Help LA from re-selling the Transferred Design to a third party, or to prevent such third party from using the Transferred Design for any purpose; and
  2. The inability to pursue registration of the Transferred Design as a trademark or service mark with any government authority, or to prevent Tech Help LA, Tech Help LA or any third party from using all or any portion of the Transferred Design for any commercial purpose.

5. Incorporation of intellectual property rights owned by a third party

  1. a) Tech Help LA warrants that prior to supplying the Transferred Design to the Customer, Tech Help LA has disclosed to the Customer any Intellectual Property Rights in the Transferred Design which may be held by a third party.
  2. b) If the Design incorporates the Intellectual Property Rights of a third party, then:
  1. Tech Help LA 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 Licence”);
  2. If the Third Party Licence is capable of assignment to the Customer, then Tech Help LA hereby assigns and transfers to the Customer, and the Customer hereby agrees to take an assignment and transfer of, the Third Party Licence and all of the rights and obligations of Tech Help LA under the Third Party Licence;
  3. If the Third Party Licence is not capable of assignment to the Customer, then:
    1. Tech Help LA must disclose this fact to the Customer prior to providing the Customer with the Transferred Design and prior to the conclusion of the relevant design (if any);
    2. Tech Help LA warrants that the Customer may obtain a Third Party Licence to the Transferred Design in its own name; and
    3. Prior to the conclusion of the design (if any) or the supply of the Transferred Design to the Customer, Tech Help LA must provide the Customer with details of where to obtain the Third Party Licence to the Transferred Design in its own name and the cost of doing so.
    4. Tech Help LA warrants that unless expressly stated to the contrary by Tech Help LA prior to providing the Customer with the Transferred Design and prior to the conclusion of the design (if any), the Third Party Licence provides the Customer 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 Transferred Design.
  1. c) Tech Help LA hereby indemnifies and keeps indemnified the Customer, Tech Help LA and Tech Help LA’ 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 Tech Help LA of any of the provisions of clauses 3, 4 and 5.

6. Liability of Tech Help LA and its third party providers

  1. a) You acknowledge and agree:
  1. Tech Help LA and its third party providers are not parties to this Agreement; and
  2. Tech Help LA and its third party providers shall each not be liable or responsible for any breach of this Agreement by any party to this Agreement.
  1. b) Notwithstanding clause 6(a), you agree that Tech Help LA and its third party providers may rely on and benefit from the indemnity provisions set out in clause 5(c).

7. Miscellaneous

  1. 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.
  1. 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.
  2. c) This agreement is governed by, and must be construed in accordance with, the laws of the State of California.

 

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