Design Transfer Agreement
Please Carefully Review the Terms of our Design Transfer Agreement. ​
This agreement relates to the sale, transfer, or license of intellectual property rights in designs made by a designer for a client through logoginni.com.
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Regarding the sale, transfer, or license of a design, this agreement will apply to you in your capacity as either a customer or a designer. Unless the Customer and the Designer specifically agree in writing otherwise, the Customer and the Designer will be considered to have entered into a legally binding agreement for the provision of that Design from the Designer to the Customer upon the terms of this Agreement as outlined below when the Customer chooses a winning Design for their Design Project.
Parties
The Customer and the winning designer that the Customer chooses for a Design Project that the Customer hosts, if applicable, are the parties to this agreement ("Selling Designer"). In the event that there are multiple Selling Designers, each Selling Designer will be considered to have entered into a separate agreement with the Customer regarding the terms of this document.
Date of this Agreement
On the day that the customer chooses the pertinent design ("Transferred Design") for a design project, the selling designer and the customer enter into this agreement.
LogoGinni Services Agreement
You accept the terms of our LogoGinni Terms of Use by using logoginni.com. The following order of precedence will be used to read any inconsistencies between the terms of this Agreement, any other agreement between you and another Customer or Designer, and the Services Agreement:
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1. First, all other documents will be superseded by the Services Agreement; and
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2. Second, with the exception of clauses 4(c) and 5 of this Agreement, which will take precedence over that separate agreement, any separate agreement between you and another Customer or Designer will supersede this Agreement.
Terms
Both as a customer and as a designer, you will be subject to the following terms and conditions.
1. Definitions
This Agreement will use terms that are defined in the Services Agreement.
2. Provision of the Design
In compliance with the duties outlined in the Services Agreement, the Designer hereby promises to supply and deliver the Transferred Design to the Customer.
3. Assignment of the Intellectual Property Rights
a) If a customer bought the transferred design as part of a design project, this clause will be applicable.
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b) If this clause is applicable, the Designer hereby assigns to the Customer all Intellectual Property Rights that the Designer has or may have in the Transferred Design upon receipt of payment for the Transferred Design in the form of LogoGinni Payment (in accordance with the terms of the Services Agreement).
4. Incorporation of intellectual property rights owned by a third party
a) The Designer guarantees that any intellectual property rights in the Transferred Design that may be held by a third party have been disclosed to the Customer by the Designer prior to providing the Transferred Design to the Customer.
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b) If a third party's intellectual property rights are incorporated into the design, then:
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1. The designer guarantees that it has a license from the appropriate third party to use that third party's intellectual property rights in the design ("Third Party License");
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2. Should the Third Party License be assignable to the Customer, the Designer hereby assigns and transfers the Third Party License to the Customer, and the Customer hereby consents to accept an assignment and transfer of the Third Party License as well as all of the Designer's rights and obligations under the Third Party License;
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3. In the event that the customer cannot be assigned the Third Party License, then:
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I. Before giving the customer the transferred design and before the relevant design project (if any) is finished, the designer must inform the customer of this fact;
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II. The Designer guarantees that the Customer may acquire a Third Party License under its own name for the Transferred Design; and
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III. The Designer must inform the Customer of the location and cost of obtaining a Third Party License to the Transferred Design in its own name prior to the completion of the Design Project (if any) or the delivery of the Transferred Design to the Customer.
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IV. The Designer guarantees that the Third Party License gives the Customer a worldwide, royalty-free, perpetual right to display, distribute, and reproduce (in any form) the third party's intellectual property rights contained in the Transferred Design, unless the Designer specifically states otherwise before giving the Customer the Transferred Design and before the completion of the Design Project (if any).
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c) In the event that the Designer violates any of the terms of clauses 3 and 4, the Designer hereby indemnifies and keeps indemnified the Customer, LogoGinni, and LogoGinni' third-party providers ("Indemnified Parties") against any loss, cost, expense, or damage (including legal costs on a full indemnity basis).
5. Liability of LogoGinni and its Third Party Providers
a) You recognize and concur:
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1. This agreement does not apply to LogoGinni or its third-party providers; and
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2. If any party to this agreement violates it, neither LogoGinni nor its third-party providers will be held accountable or liable.
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b) You acknowledge that LogoGinni and its third-party providers may rely on and profit from the indemnity provisions outlined in clause 4(c), notwithstanding clause 5(a).
6. If the project includes Brand Name Service
If the project includes a brand name service offered by logoginni.com in this package, the finalized name will be the customer's property after signing this agreement. The customer may copyright or trademark the chosen name on their own, and LogoGinni will not be responsible if the trademark is rejected or has any legal repercussions from registering it. Nobody can give you a 100% guarantee that your trademark will be registered because the trademark registration process takes six to eighteen months, and there is a small chance that someone else will choose a similar name.
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Any name that LogoGinni provides—draft, revised, or otherwise—will remain LogoGinni's property. Customers are not permitted to claim or use any name for business or personal purposes, nor can they propose, transfer, or give the name or names to any other individual, group, or organization. In the future, LogoGinni may pursue additional legal action against the customer if it discovers anything that violates the aforementioned brand name terms.
7. Miscellaneous
a) Any notice provided in accordance with this agreement must be in writing and signed by the party or its agent. It is assumed that a notice has been received:
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1. When a notice is delivered by hand;
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2. On the third day following the posting date if the notice was sent via pre-paid mail;
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3. When a notice is sent by fax, after the sender receives a transmission report from the dispatching fax machine confirming that the fax was sent successfully; or
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4. In the event that a notice is sent via email, after the sender receives confirmation that the recipient has received it from the recipient or the recipient's email server.
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b) If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable for any reason, the invalidity or unenforceability will not affect the operation or interpretation of any other provision of this Agreement to the extent that the invalid or unenforceable provision will be treated as severed from this Agreement, unless the removal of such a provision would materially adversely affect one of the parties.
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