Commercial Use License Agreement (Example)
This Commercial Use License Agreement (the "Agreement"), effective from the date specified at the end of this document, is entered into between the following parties:
Parties:
(Client Name)
, located at
(Client Address)
, hereinafter referred to as the 'Client';
(Designer Name)
, located at
(Designer Address)
, hereinafter referred to as the 'Designer'.
Background information: (Designer Name) is the rights holder of the work described in Article 3, hereinafter referred to as "the Work".
Article 1 - Definitions
For the purposes of this Agreement, the following terms shall have the definitions set forth below:
Client: The organizer of the design contest or design project, the person who initiates a contest or a project to create a logo design according to their specifications.
Designer: The person who creates a logo design in response to a client's request and according to the client's instructions as part of a design contest or a design project.
Design Contest: The procedure by which the client requests the submission of logo designs and selects a winning design.
Design Project: The procedure by which the client selects a designer to create a logo design according to the client's specifications, resulting in a final design.
Design: A graphic design or logo image created by a designer and presented to the client for a design contest or in a design project.
Winning Design: A logo design chosen as the winner by the client in a design contest.
Final Design: A logo design presented by the designer to the client in a design project and accepted by the client.
Commercial Use Rights: The rights to use the winning design or final design in a commercial context.
Article 2 – Grant and Compensation
2.1. The Designer hereby grants to the Client and the Client accepts, a worldwide, perpetual license to use the Winning Design or the Final Design, as applicable, for commercial purposes (Commercial Use License). This license includes the right to reproduce, distribute, display, and modify the Winning Design or the Final Design to promote, advertise, or sell products or services.
2.2. The Designer acknowledges and accepts this grant of commercial use rights. Furthermore, the Designer agrees to provide and deliver the Winning Design or the Final Design, as applicable, to the Client in the required format and according to the procedure established by LogoLeague.
2.3. The Designer also agrees to sign any additional legal documents required by the Client to obtain and enforce its rights concerning the Work, in all territories of the world. If the Client is unable to obtain the Designer's signature on such legal documents for any reason, the Designer hereby irrevocably appoints the Client as their agent and representative to act on their behalf, sign, and submit any application and perform any necessary act for this purpose, with the same force and legal validity as if executed by the Designer.
2.4. In a Design Contest, the grant of Commercial Use Rights of the Work will be accompanied by LogoLeague's payment to the Designer of the corresponding Contest Prize amount (excluding extras, such as private contests, among other concepts). Transaction costs charged by the platform or payment method chosen by the Designer will be borne by the Designer.
2.5. In a Design Project, the grant of Commercial Use Rights of the Work will be accompanied by LogoLeague's payment to the Designer of the agreed amount with the Client (excluding LogoLeague's commissions). Transaction costs charged by the platform or payment method chosen by the Designer will be borne by the Designer.
Article 3 – Description of the Work
This section identifies the Designer as the creator of a logo, specifically the Winning Design or the Final Design that was created and presented during a design contest or a design project, respectively. An image or visual representation of this design is attached as an appendix to this Agreement.
Article 4 – Representations and Warranties
This section details several important representations and warranties made by the Designer:
4.1. The Designer assures that they have complied with LogoLeague's Designer Code of Conduct and have not violated LogoLeague's terms and conditions or the terms and conditions of any tools or resources used to create the Work.
4.2. The Designer confirms that they have the necessary rights (including any required third-party licenses) to grant the Commercial Use Rights associated with the Work and are authorized to enter into this Commercial Use License Agreement and any other related legal document.
4.3. The Designer guarantees that concerning the granted rights of the Work, no licenses have been granted, no rights have been committed, and there are no third-party claims or liens.
4.4. The Designer affirms that the Work does not infringe any third party rights and there are no third-party claims or liens.
4.5. The Designer will defend, indemnify, and hold the Client harmless from and against any claims, demands, actions, costs, expenses, damages, losses, and liabilities based on any claim related to these warranties and agrees to reimburse all associated costs and damages, including legal fees, arising from such claims. The Designer is also obliged to take necessary actions to facilitate the provision and delivery of the Winning Design or the Final Design, as applicable, at the Client's request.
Article 5 – Waiver of Personality Rights
5.1. This section specifies that the Designer, to the extent permitted by law, waives their personality rights related to the Work. This means that the Client has the freedom to make modifications to the Work, refrain from attributing the Designer's name as the creator of the Work, and the Designer will not object to these actions.
5.2. In cases where such waiver is not legally permissible, the Designer agrees not to exercise these rights without prior consultation with the Client.
Article 6 – Limitation of Liability
6.1. Both the Client and the Designer acknowledge and agree that LogoLeague and its partners, employees, suppliers, consultants, and agents are not considered parties to this Agreement and, therefore, have no liability for any breaches of it.
6.2. Both the Client and the Designer agree that LogoLeague and its partners, employees, suppliers, consultants, and agents are third-party beneficiaries of this Agreement. Each party hereby releases and will defend, indemnify, and hold harmless LogoLeague and its partners, employees, suppliers, consultants, and agents from any claims, demands, actions, costs, expenses, damages, losses, and liabilities related to any party's breach of this Agreement.
Article 7 - Relationships
This article clarifies that nothing in this Agreement should be interpreted as establishing a partnership, joint venture, or employment relationship between the parties for any purpose.
Article 8 - Partial Nullity
If a court finds any provision of this Agreement invalid or unenforceable for any reason, the remainder of the Agreement will remain in effect. The Agreement should be interpreted and adjusted to best align with the parties' intentions.
Article 9 – Waiver
The failure to exercise any rights detailed in this Agreement shall not be interpreted as a waiver of prior or subsequent rights.
Article 10 - Entire Agreement
10.1. This Agreement encompasses all agreements reached by the parties regarding the assignment and replaces any prior agreements on this matter.
10.2. Amendments and/or additions to this Agreement are valid only if agreed upon in writing and signed by both parties.
Article 11 - Successors and Assigns
This Agreement and each party's obligations shall be binding on their representatives, assignees, and successors.
Article 12 - Terms and Conditions
12.1. The parties accept this Agreement by accepting the LogoLeague Terms and Conditions.
12.2. This Agreement conforms to and refers to the LogoLeague Terms and Conditions, which were accepted upon registration on the LogoLeague.com website. In case of inconsistency between the terms of this Agreement, any other Agreement between the parties and the LogoLeague Terms and Conditions, the priority will be as follows: first, the LogoLeague Terms and Conditions will prevail over all other documents, and second, a separate written Agreement between the Client and the Designer will prevail over this Agreement (except for Article 4.3 of this Agreement, which will prevail over separately executed Agreements).
Article 13 - Governing Law
13.1. This Agreement will be interpreted, drafted, and governed by the laws of [Client's Country], excluding conflict of law rules or private international law.
13.2. In the event of a dispute, controversy, or claim arising between the Parties (including disputes, controversies, or claims related to this Agreement, its interpretation, performance, breach, termination, or validity), the Parties will attempt to resolve them amicably. If the Parties cannot reach an amicable resolution within thirty (30) days from one Party notifying the other Party of the existence of a dispute, then the dispute will be resolved by Article 13.1 of this Agreement.
As stated in Article 12.1 of this Agreement, the Parties will not sign this Agreement individually but will have previously agreed to accept it by accepting LogoLeague's Terms and Conditions.
Add [date xx/xx/xxxx]
Appendix: Image(s) of the Work