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DESIGN SERVICES AGREEMENT

This Design Services Agreement (“Agreement”) is entered into between you (the “Designer”) and Impulse Jersey, LLC (the “Company”), in connection with design services Designer has agreed to provide to the Company. In consideration of the rights and obligations of the parties provided for in this Agreement, the parties agree as follows:

1. Submitting Designs. Designer may, at his or her own discretion, submit a design of his or her choosing to Company’s website www.Impulsejersery.com (the “Website.”) In the event Designer submits a design to Company or the Website, Designer agrees not to use, submit or otherwise publish or transfer any rights in the submitted design for sixty (60) days from the date of submission.

2. Design Selection and Use. Company shall have the right to select any submitted design for publication or use or to provide the design to the Website for voting or any other approval process it may elect to use all at its sole discretion. If any submitted design is selected for use or publication by Company (a “Selected Design”), Company shall notify Designer electronically at the email address provided in connection with the submitted design. While the intent of the Company is to print the Selected Design on a cycling jersey, Company shall have the right to use, print, publish, modify, incorporate into another design, make derivative works from or transfer the Selected Design to a third party as it determines in its sole discretion.

3. Compensation. If a design becomes a Selected Design Designer shall receive the following compensation:

a. Upfront Payment. Company shall pay Designer $50.00 within thirty (30) days of notification via email of the design becoming a Selected Design. Payment shall be made through one of the forms of payment provided by Company.

b. Ongoing Payments. Once accrued and in accordance with the payment schedule provided below Company shall pay to Designer twenty percent (20%) of the gross profits from the sale of products containing the Selected Design. For the purposes of this Agreement, gross profits are defined as the amount of money received by Company for the sale of a product containing the Selected Design less the cost Company pays to produce and distribute the product containing the Selected Design. Company reserves the right to amend the definition of gross profits to include other customary expenses of production, marketing and distribution. All Ongoing Payments shall accrue to Designer when Company has received payment for the product(s) including the design. All accrued payments for any calendar month shall be made by Company to Designer within thirty (30) days after the end of the calendar month in which the Ongoing Payment was accrued.

c. Buyout of Ongoing Payments. At any time, Company, at its sole discretion, can buy out the Ongoing Payments to Designer for any Selected Design as provided for in paragraph 3 (b) above for a one time payment of $1,000 (the “Buyout Payment.”) The Buyout Payment shall be in addition to any payments made to Designer as of the date of the Buyout Payment. Upon receipt of the Buyout Payment, Company shall have no further obligation to Designer to make any payments or provide any other compensation in connection with the Selected Design.

d. Other Payment Arrangements. If Company desires to use a portion of a design submitted by Designer or any Selected Design, the parties may elect to enter into a different arrangement providing for partial compensation to Designer for such design in which case such arrangement shall take precedence over and govern the compensation provided to Designer under this Agreement.

e. No Guaranty. Company makes no guaranty of the amounts Designer will receive in compensation for any Selected Designs.

4. Custom Designs. Company may request Designer to produce a design either for itself or on behalf of a Company client (“Custom Designs.”) Designer shall have no obligation to undertake such work, however, if such work is undertaken by Designer, the terms and conditions of such work shall be determined by the parties in a separate written agreement for such design (the “Custom Design Agreement.”) In the event any term addressed in this Agreement is not addressed in the Custom Design Agreement, the terms and conditions of this Agreement shall govern any such Custom Designs.

5. Transfer of Selected Design Rights. In consideration of the compensation provided and potentially provided to Designer under this Agreement, Designer hereby perpetually, irrevocably and exclusively transfers and assigns to Company all right, title and interest it and to all Selected Designs, including copyright and other intellectual property rights. All Selected designs shall be considered works for hire. The assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Designer hereby ratifies and consents to any action of the Company that would violate such Moral Rights in the absence of such ratification/consent. Designer will confirm any such ratifications and consents from time to time as requested by the Company.

6. Representations and Warranties of Designer. Designer represents and warrants to Company that (a) Designer has created each design submitted and all Selected Designs as original works and has not included any design, image or language of a third party in such design, (b) all designs submitted to the Website or to Company shall not contain or violate any copyright, patent or other intellectual property right of any other person or entity (c) Designer has the sole and exclusive right to enter into this Agreement, to submit the design to Company for consideration and to provide the assignment of the rights provided for in this Agreement, and (d) Designer has not entered into, and Designer agrees not to enter into, any agreement either written or oral that conflicts or might conflict with Company’s rights or Designer's obligations under this Agreement.

7. Indemnification. Designer will indemnify and hold Company harmless, and will defend Company against any and all loss, liability, damage, claims, demands or suits and related costs and ex¬penses to persons or property that arise, directly or indirectly, from acts or omissions of Designer, or any breach of any term or condition of this Agreement by Designer.

8. Further Acts. At any time requested by Company Designer agrees to perform all acts deemed necessary or desirable by Company to permit and assist it, at Designer's then present and reasonable hourly rate, in evidencing, perfecting, obtaining, maintaining, defending and enforcing its rights provided hereunder to any Selected Design and/or Designer's assignment in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. Designer hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, as Designer's agents and attorneys in fact, with full power of substitution, to act for and in behalf and instead of Designer, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by Designer.

9. Independent Contractor, Authority and Performance. Designer is an independent contractor and is solely responsible for all taxes, withholdings, and other similar statutory obligations, including, but not limited to, Workers' Compensation Insurance; and Designer agrees to defend, indemnify and hold Company harmless from any and all claims made by any entity on account of an alleged failure by Designer to satisfy any such tax or withholding obligations. Further, Designer has no authority to act on behalf of or to enter into any contract, incur any liability or make any representation on behalf of the Company. Designer's performance under this Agreement shall be con¬ducted with due diligence and in full compliance with reasonable professional standards of practice in the industry. Designer shall comply with all applicable laws and Company rules in the course of performing the Services. If Designer's work requires a license, Designer has obtained that license and the license is in full force and effect.

10. Governing Law, Venue and Attorneys Fees. Designer agrees that the enforcement of or any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of Colorado without regard to the conflict of laws provisions thereof. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or excluded from this Agreement to the minimum extent required and the balance of the Agreement shall be interpreted as if such provision was so limited or excluded and shall be enforceable in accordance with its terms. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, court costs and necessary disburse¬ments, in addition to any other relief to which the party may be entitled and the parties agree and hereby submit to the jurisdiction of the State Counts of Colorado for Boulder County, Colorado as the excusive venue for any such action.

11. Entire Agreement and Assignment. This Agreement contains the entire understanding of the parties regarding its subject matter and can only be modified by a subsequent written agreement executed by the parties. Designer acknowledges that no promises or representations have been made to Designer which are not contain in this Agreement. This Agreement shall be binding upon the parties, and inure to the benefit of, the parties hereto and their respective heirs, successors, assigns, and personal representatives and may be assigned by either party provided the assigning party provides notice of such assignment to the other in accordance with this Agreement.

12. Effective Date and Notices. The effective date of this Agreement shall be the date Designer accepted this Agreement on the Website. All notices required or given under this Agreement shall be addressed to the Company or Designer at the designated addresses provided in the Website (or such other address as may be provided by written notice in accordance with this Section 12) and shall be deemed given upon receipt (or, if not received sooner, three (3) days after deposit in the U.S. mails) when delivered by registered mail, postage pre-paid, return receipt requested, by facsimile (with a confirmation copy sent by registered mail) or by commercial overnight delivery service with tracking capabilities.

Name (required)

Email (required)

Design Title

Design Description

I, , have read and agree to the above Design Services Agreement.

 

 
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