Content Transfer Agreement
This Agreement relates to the sale and transfer of intellectual property rights in Transferred Content that is created and submitted by a User for another User’s Customer Site via the Service.
This Agreement will apply to you in your capacity as either a User that creates and submits Transferred Content to be used on Customer Sites owned, operated or controlled by other Users in connection with the Service (a “Growth Hacker”) or a User that uses the Transferred Content on its Customer Site (a “Customer”) in respect of the sale and transfer of such Transferred Content.
When a Growth Hacker creates and submits Transferred Content via the Service and a Customer uses such Transferred Content on its Customer Site, the Customer and the Growth Hacker will be deemed to have entered into a legally binding agreement for the provision of such Transferred Content from the Growth Hacker to the Customer, in each case upon the terms of this Agreement as set out below, unless the Customer and the Growth Hacker otherwise separately agree in writing.
The parties to this Agreement are the Customer and the Growth Hacker that creates and submits the Transferred Content that the Customer will use on its Customer Site. If there is more than one Growth Hacker that creates and submits Transferred Content that the Customer will use on its Customer Site, then the Customer will be deemed to enter into a separate agreement on the terms of this document with each such Growth Hacker.
2. Effective Date of Agreement
This Agreement is entered into between the Customer and the Growth Hacker on the date that the Customer uses the Transferred Content on its Customer Site.
(2) second, any separate agreement between you and another Customer or Growth Hacker will take precedence over this Agreement (apart from clauses 7(B) and 8 of this Agreement which will take precedence over that separate agreement).
5. Delivery of Transferred Content
6. Assignment of Intellectual Property Rights
7. Third Party Intellectual Property Rights
- If the Transferred Content incorporates the intellectual property rights of a third party, then:
- the Growth Hacker warrants that it has obtained a license from the relevant third party to incorporate the intellectual property rights of that third party in the Transferred Content (a "Third Party License");
- if the Third Party License is capable of assignment to the Customer, then the Growth Hacker hereby assigns and transfers to the Customer, and the Customer hereby agrees to take an assignment and transfer of, the Third Party License and all of the rights and obligations of the Growth Hacker under the Third Party License;
- the Growth Hacker warrants that unless expressly stated to the contrary by the Growth Hacker prior to delivering the Transferred Content to the Customer, the Third Party License provides the Customer with a worldwide, royalty free, perpetual right to display, distribute and reproduce (in any form) the intellectual property rights of the third party contained in the Transferred Content.
- The Growth Hacker hereby indemnifies and keeps indemnified the Customer, the Company and the Company’s 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 Growth Hacker of any of the provisions of Section 6 and this Section 7.
8. Liability of the Company
- You acknowledge and agree:
- the Company and its third party providers are not parties to this Agreement; and
- neither the Company not any of its third party providers shall be liable or responsible for any breach of this Agreement by any party to this Agreement.
- Notwithstanding Section 8(A) above, you agree that the Company and its third party providers may rely on and benefit from the indemnity provisions set out in Section 7(C).
- This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between the Customer and the Growth Hacker that arises in whole or in part from this Agreement or the Service shall be decided exclusively by a court of competent jurisdiction located in San Francisco County, California.
- If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
- No waiver of any term of this this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.