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Intellectual Property Transfer Agreement (Logo)

This Agreement governs the terms by which designers transfer all right, title and ownership in and to a logo that is purchased by a customer from www.istockphoto.com (the "Site") or other distribution venues approved by iStockphoto LP (“iStockphoto”).

Background of Agreement
1. This is a legal agreement between a member of iStockphoto that has uploaded Logo Content to the Site (in this agreement referred to as the “Supplier”) and a member of iStockphoto that has downloaded such Logo Content (in this agreement referred to as the “Client”). In this Agreement, "Logo Content" means logo design files, which may include but not be limited to illustrations, animations, fonts, data files and code snippets and other material applicable to logo designs that are available from time to time for download from the Site.
2. In this Agreement, “Logo Designer’s Supply Agreement” means iStockphoto’s form of logo designer’s supply agreement, as such agreement may be amended from time to time in iStockphoto’s sole discretion. In this Agreement, “Logo Purchase Agreement” means iStockphoto’s form of logo purchase agreement, as such agreement may be amended from time to time in iStockphoto’s sole discretion or modified for certain clients.
3. In this Agreement, “IPR” means: all intellectual property rights of any type whatsoever throughout the world including but not limited to all rights that subside in copyright, patent, trademark, design, plant breeders rights, rights of privacy and rights of publicity whether or not such rights are registered or able to be registered.
4. The Supplier has entered into the Logo Designer’s Supply Agreement and as a condition of the Logo Designer’s Supply Agreement, the Supplier has agreed to be contemporaneously bound by this Agreement. The Client has entered into the Logo Purchase Agreement and as a condition of the Logo Purchase Agreement has agreed to be contemporaneously bound by this Agreement.
5. This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By ticking the correct box at the end of: (a) the Logo Supplier’s Supply Agreement, if you are a Supplier; and (b) the Logo Purchase Agreement, if you are a Client, and typing “I agree”, both the Supplier and the Client indicated that they have read and understood the entire Agreement and agreed to be bound by the terms of this Agreement. We encourage you to print a copy of this Agreement for your records.
6. The effective date of this Agreement shall be the date that the Client enters in to the Logo Purchase Agreement with iStockphoto.
Assignment of Intellectual Property Rights
1. Upon execution of the Logo Purchase Agreement by the Client, subject to Section 2(d), the Supplier hereby assigns to the Client, all right, title and interest, including all IPR, that the Supplier has or may in the future have in the Logo Content.
2. To the extent permitted by applicable law, the Supplier waives all moral rights including without limitation the Supplier’s right to integrity of the Logo Content and the right to be associated with the Logo Content by name. To the extent such waiver is void or unenforceable by applicable law, the supplier agrees not to enforce any such moral rights against the Client, its licensees and sublicensees or transferees of the Logo Content. To the extent such an agreement not to enforce your moral rights is void or unenforceable by applicable law, Supplier: (i) grants a revocable right to the Client, its transferees, licensees and sublicensees to use Logo Content without being credited as the author; and (ii) grants to the Client, its licensees and sublicensees the right to make adaptations of the Logo Content and to exploit the Logo Content as provided in the Logo Purchase Agreement.
3. The Supplier represents and warrants to the Client that:
  1. subject to Section 2.c.iii of this Agreement, the Supplier owns all IPR and other proprietary rights in and to the Logo Content with full power to transfer such rights to the Client, and the Supplier is not making any of the Logo Content, or any part thereof, available to any other person or through any other distributor, website or other marketing, distribution, sale or licensing venue of any kind, and that the Supplier has not sold, licensed or otherwise transferred the Logo Content or any part thereof to a third party;
  2. the Logo Content does not contain a likeness of a person or persons that could lead to the identity of such person(s) or property that would, under applicable law, require a valid and binding release;
  3. where the Supplier does not own the copyright to the fonts or typeface used in the Logo Content, the Supplier is the authorized licensee to the applicable font or typeface and that the supplier has obtained a valid and binding license to use the font and/or typeface from all required parties as part of the Logo Content for all permitted uses under Logo Purchase Agreement, including but not limited to commercial use; and
  4. Supplier will not provide content that is substantially similar to the Logo Content to any other party.
4. Notwithstanding Section 2(a), nothing shall restrict the Supplier from establishing or maintaining a personal portfolio website on which Logo Content is posted for the purposes of art display but not the sale or licensing or giving away of rights to same.
Liability of iStockphoto and its Affiliates
1. You acknowledge and agree that:
  1. iStockphoto and its affiliates are not parties to this Agreement; and
  2. IN NO EVENT SHALL ISTOCKPHOTO OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR TRANSFEREES BE LIABLE FOR ANY OBLIGATIONS HEREUNDER, INCLUDING BUT NOT LIMITED TO, ACTUAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
General
1. You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Logo Supplier’s Supply Agreement (for Suppliers) and the Logo Purchase Agreement (for Clients) and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.
2. Either party’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
3. The Supplier and the Client consent to service of any required notice or process upon them by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by each of the Supplier and the Client at the time that they were first granted access to the membership portions of the Site. The Supplier and the Client agree that iStockphoto is allowed to release such information to the other party.
4. This Agreement may be assigned by the Client to any other party without the consent of the Supplier.
5. If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
6. The parties shall, upon the reasonable request by iStockphoto or the other party, execute and deliver all such further documents and do all such further acts and things as may be reasonably necessary or desirable at any time or times to give effect to the terms and conditions of this Agreement.
7. The parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont demand que cette convention ainsi que tous les documents qui s'y rattachent soient en anglais.