This Agreement relates to the transfer of Intellectual Property Rights which are created by a Creative for a Customer of Squadhelp.com.
This Agreement will apply to you in relation to a Contest, in your capacity as either a Customer or Creative in respect of that Contest.
When a Customer selects a winning Entry for their Contest, or when a Customer sends a Bonus to a Creative pursuant to section 4.9 of Terms of Service; the Customer and the Creative will be deemed to enter into a legally binding agreement for the provision of that Entry from the Creative to the Customer. Unless the Customer and the Creative otherwise separately agree in writing, that legally binding agreement will be on the terms of this Agreement.
By entering into a Contest (either in your capacity as a Customer or a Creative), you agree that you will be bound by the terms of this Agreement as set out below.
The parties to this Agreement are the Customer and the Creative which the Customer selects as a winner or sends a Bonus in respect of a Contest hosted by the Customer ("Winning Creative"). If there is more than one Winning Creative, then the Customer will be deemed to enter into a separate agreement on the terms of this document with each Winning Creative.
Date of This Agreement
This Agreement is entered into between the Customer and the Winning Creative on the date that the Customer selects the Winning Entry or sends a Bonus pursuant to section 4.9 of Terms of Service.
Squadhelp Terms of Service
By using Squadhelp.com, you have agreed to be bound by our Squadhelp Terms of Service ("Services Agreement"). A copy of that agreement may be found here:
To the extent that there is any inconsistency between the terms of this Agreement, any other agreement between you and another Customer or Creative, and the Services Agreement, then those documents will be read in the following order of precedence:
first, the Services Agreement will take precedence over all other documents; and
second, any separate agreement between you and another Customer or Creative will take precedence over this Agreement (apart from clauses 3(d) and 4 of this Agreement which will take precedence over that separate agreement).
The following terms and conditions will apply to you in both your capacity as a Customer and as a Creative.
Words and phrases defined in the Services Agreement will have the same meaning in this Agreement.
2. Provision of the Entry
The Creative hereby agrees to provide and deliver the Winning Entry to the Customer in accordance with the Creative's obligations set out in the Services Agreement.
3. Assignment of Intellectual Property Rights
Upon receipt of payment for the Entry in the form of Squadhelp Credits (pursuant to the terms of the Services Agreement), the Creative hereby assigns to the Customer, all Intellectual Property Rights which the Creative has or may in the future have in the Entry.
The Creative warrants that prior to supplying the Entry to the Customer, the Creative has disclosed to the Customer any Intellectual Property Rights in the Entry which may be held by a third party.
If the Entry incorporates the Intellectual Property Rights of a third party, then:
a) the Creative warrants that it has obtained a License from the relevant third party to incorporate the Intellectual Property Rights of that third party in the Entry ("Third Party License");
b) if the Third Party License is capable of assignment to the Customer, then the Creative 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 Creative under the Third Party License;
c) if the Third Party License is not capable of assignment to the Customer, then:
(i) the Creative must disclose this fact to the Customer prior to providing the Customer with the Entry and prior to the conclusion of the Contest;
(ii) the Creative warrants that the Customer may obtain a Third Party License in its own name; and
(ii) prior to the conclusion of the Contest, the Creative must provide the Customer with details of where to obtain the Third Party License in its own name and the cost of doing so.
d) the Creative warrants that unless expressly stated to the contrary by the Creative prior to providing the Customer with the Entry and prior to the conclusion of the Contest, 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 Entry.
The Creative hereby indemnifies and keeps indemnified the Customer, Squadhelp and Squadhelp 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 Creative of any of the provisions of this clause
4. Liability of Squadhelp and Its Third Party Providers
You acknowledge and agree:
a) Squadhelp and its third party providers are not parties to this Agreement; and
b) Squadhelp and its third party providers shall each not be liable or responsible for any breach of this Agreement by any party to this Agreement.
Notwithstanding clause 4(a), you agree that Squadhelp and its third party providers may rely on and benefit from the indemnity set out in clause 3(d).
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:
a) in the case of a notice delivered by hand, when so delivered;
b) in the case of a notice sent by pre‑paid post, on the third day after the date of posting;
c) in the case of a notice sent by facsimile, upon the receipt by the sender of a transmission report from the despatching facsimile machine which confirms that the facsimile has been successfully sent; or
d) in the case of a notice sent by email, upon the receipt by the sender of a confirmation from the recipient or the recipient's email server that the email has been received by the recipient.
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.
This agreement is governed by, and must be construed in accordance with, the laws of the State of Illinois and the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Illinois and their Courts of Appeal.