Last revised on: 1st of September 2012
This Agreement relates to the sale and transfer or license of Intellectual Property Rights in Designs which are created by a Designer for a Customer via 99designs.com.
This Agreement will apply to you in your capacity as either a Customer or Designer in respect of the sale and transfer or license of a Design.
When a Customer selects a winning Design for their Design Contest, or when a Customer purchases a Design from the Ready-made Design Store, the Customer 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 Customer, in each case upon the terms of this Agreement as set out below, unless the Customer and the Designer otherwise separately agree in writing.
The parties to this Agreement are the Customer and the winning Designer which the Customer selects in respect of a Design Contest hosted by the Customer, or the Designer from whom the Customer purchases a Design on the Ready-made Design Store, as the case may be ("Selling Designer"). If there is more than one Selling Designer, then the Customer will be deemed to enter into a separate agreement on the terms of this document with each Selling Designer.
This Agreement is entered into between the Customer and the Selling Designer on the date that the Customer selects the relevant Design ("Transferred Design") as part of a Design Contest or purchases the Transferred Design from the Ready-made Design Store.
To the extent that there is any inconsistency between the terms of this Agreement, any other agreement between you and another Customer or Designer, and the Services Agreement, then those documents will be read in the following order of precedence:
The following terms and conditions will apply to you in both your capacity as a Customer and as a Designer.
Terms defined in the Services Agreement will have the same meaning in this Agreement.
The Designer hereby agrees to provide and deliver the Transferred Design to the Customer in accordance with the Designer's obligations set out in the Services Agreement.
a) This clause will apply if a Customer has purchased the Transferred Design:
b) If this clause applies, then upon receipt of payment for the Transferred Design in the form of 99designs Dollar Credits (pursuant to the terms of the Services Agreement), the Designer hereby assigns to the Customer, all Intellectual Property Rights which the Designer has or may in the future have in the Transferred Design.
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.
b) If this clause applies, then upon receipt of payment for the Transferred Design in the form of 99designs Dollar Credits (pursuant to the terms of the Services Agreement), the Designer hereby grants to the Customer a non-exclusive, royalty free, worldwide, irrevocable, perpetual license to:
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).
d) Apart from the license rights granted to the Customer with respect to the Transferred Design under clause 4(b), the Designer 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.
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:
a) The Designer warrants that prior to supplying the Transferred Design to the Customer, the Designer has disclosed to the Customer any Intellectual Property Rights in the Transferred Design which may be held by a third party.
b) If the Design incorporates the Intellectual Property Rights of a third party, then:
c) The Designer hereby indemnifies and keeps indemnified the Customer, 99designs and 99designs' 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, 4 and 5.
a) You acknowledge and agree:
b) Notwithstanding clause 6(a), you agree that 99designs and its third party providers may rely on and benefit from the indemnity provisions set out in clause 5(c).
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:
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 the State of Victoria, Australia and the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Victoria, Australia and their Courts of Appeal.