Licensing Agreement

Introduction:

Powerlifting MotivationLTD, is international company based in Bulgaria with registration number 204252584; with mailing address Kazanlak, Petko D Petkov 24 Str (Bulgaria); (the “Assignee”).

By sending us your videos, pictures or any other material, you (the “Assignor”) understand you expressly agree and will be subject to the Agreement below. Please read carefully.

Agreement:

Assignor owns or is deemed to own certain intellectual property and has agreed by way of this Agreement to assign to Assignee the intellectual property in the materials on the terms and conditions set out below.

IT IS HEREBY AGREED:

1.   The following definitions apply in this Agreement:

Materials: means any and all of the products (and any part thereof), including, but not limited to, all videos, artwork, graphics, images, photographs, films, recordings, compositions, or other tangible or intangible materials that the Assignor submits for any purpose to the Assignee, in hard copy, digital or other form;

Intellectual Property: means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including, but not limited to, know-how and trade secrets) and any other intellectual property rights whether now or hereafter known and whether conferred or existing now, in each case whether registered or unregistered and including, but not limited to, all applications (or rights to apply) for, and renewals, extensions, revivals and reversions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world; and

2.      Assignor hereby irrevocably assigns and transfers to Assignee by way of present assignment of present and future rights, title and interest with full title guarantee, perpetually, exclusively and irrevocably, absolutely and free from all encumbrances, the entire legal and beneficial right, title and interest of all Intellectual Property in and to the Materials (the “Assigned IP”) including, but not limited to, the right to bring, make, oppose, defend, appeal proceedings, claims or action and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Assigned IP, whether occurring before, on or after the date of this Agreement. 

3.      Assignor warrants, represents and undertakes that:

  • Assignor is the sole legal and beneficial owner of, and owns all the rights and interests in, the Assigned IP and has sufficient power and authority to enter into this Agreement;
  • Assignor has not licensed or assigned any of the Assigned IP;
  • the Assigned IP are free from any security interest, option, mortgage, charge or lien;
  • so far as Assignor is aware, there are no claims, challenges, disputes or proceedings, pending or threatened, in relation to the ownership, validity or use of the Assigned IP, and the exploitation of the Assigned IP will not infringe the rights of any third party;
  • the Assigned IP are valid and subsisting and Assignor is not aware of any claims, challenges, disputes or proceedings, pending or threatened, in relation to the ownership, validity or use of the Assigned IP by or against any third party;
  • the Materials are Assignor’s original work and have not been copied wholly or substantially from other sources and, so far as Assignor is aware, nothing in the Materials shall infringe the rights (including, but not limited to, any rights of confidentiality and/or privacy) of any third party; and
  • Assignor has not and will not enter into, nor has Assignor or will Assignor authorise any third party to enter into, any agreement, licence, assignment, charge or other document concerning the Materials which will or might conflict or interfere with the assignment and granting of rights hereunder.

4.      The Assignor shall indemnify the Assignee against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other [reasonable] professional costs and expenses) suffered or incurred by the Assignee arising out of or in connection with: (a)any breach of the warranties contained in Clause 3; or (b) the enforcement of this agreement.

4.1 At the request of the Assignee and at the Assignor’s own expense, the Assignor shall provide all reasonable assistance to enable the Assignee to resist any claim, action or proceedings brought against the Assignee as a consequence of that breach.

4.2 This indemnity shall apply whether or not the Assignee has been negligent or at fault. Assignor shall do and execute all such further acts and things as reasonably required to give full effect to the provisions of this Agreement.

5.      Assignor hereby waives absolutely any and all moral rights which Assignor may have under any applicable law of any jurisdiction in the Materials and agrees not to assert the same against Assignee or any third party at any time in the future.

6.       In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.

7.      A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.  

8.      This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes any previous agreement or understanding between the parties whether written or oral in relation to such subject matter.  In entering into the Agreement, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement.  

9.      If any provision of this Agreement shall be prohibited by or adjudged by a court to be unlawful void or unenforceable such provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances or the validity or enforcement of this Agreement.

10.    This Agreement shall be governed by and construed in accordance with the laws of Bulgaria and each party irrevocably submits to the exclusive jurisdiction of the Bulgarian courts

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