Last revised on: 1st of August 2016
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 Legengraphic.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. 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.
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 pursuant to a Design Contest.
b) If this clause applies, then upon receipt of payment for the Transferred Design in the form of Legengraphic Tokens (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) 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, Legengraphic and Legengraphic' 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 Legengraphic 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.