Last revised on: 16th of January 2019
This Design Transfer Agreement ("Agreement") sets forth the legally binding terms between a Designer and a Customer for the sale of one or more Sold Design(s) through the Project Service unless the Customer and the Designer otherwise separately agree in writing.
By sending an invoice through the Project Service, Designer is accepting this Agreement and represents and warrants that it has the right, authority, and capacity to enter into this Agreement. By paying for an invoice through the Project Service, Customer is accepting this Agreement and represents and warrants that it has the right, authority, and capacity to enter into this Agreement.
Representations, Warranties, Indemnity. Designer represents and warrants that (a) it has all rights necessary (including any third party licenses required) to grant the foregoing assignment and (b) unless disclosed by Designer when initially submitting the Sold Design to the Project Service, Designer represents and warrants that the Sold Design does not contain any intellectual property right licensed from a third party. Designer will defend, indemnify, and hold harmless Customer from and against any and all claims, suits, actions, costs, expenses, damages, losses, and liabilities based on any claim that the Sold Design infringes or misappropriates a third party's intellectual property rights.
99designs. Each party agrees that 99designs and its third-party providers are intended third party beneficiaries of this Agreement. Each party hereby releases, and will defend, indemnify, and hold harmless, 99designs and its third-party providers from any and all claims, suits, actions, costs, expenses, damages, losses, and liabilities related to either party's breach of this Agreement.
Entire Agreement. This Agreement constitutes the entire agreement between a Designer and a Customer regarding the sale of the applicable Sold Design. A party's failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Each party's relationship to the other is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and the rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by a party without the other party's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.