Last revised on September 25th, 2019

This Project Completion Transfer Agreement (“Agreement“) sets forth the legally binding terms between a Designer and a Customer for the sale of one or more Sold Design(s) through the Design Project unless the Customer and the Designer otherwise separately agree in writing.

By sending an invoice, the Designer is accepting this Agreement and represents and warrants that it has the right, authority, and capacity to enter into this Agreement. By paying for an invoice, the Customer is accepting this Agreement and represents and warrants that it has the right, authority, and capacity to enter into this Agreement.

  1. Overview. Thread Life, LLC (“Thread Life“) provides an online platform, subject to “Terms of Use” , that connects Customers who wish to purchase custom-designs and Designers who wish to provide such custom-designs. This Agreement is effective as of the date of the first invoice payment made by the Customer as identified in Thread Life’s systems (“Effective Date“). This Agreement governs and applies to each Sold Design sold through the Project after the Effective Date. Thread Life is not a party to this Agreement. Capitalized terms not otherwise defined in this Agreement have the meaning set forth in the Terms of Use.
  2. Delivery and Payment. Designer will deliver the Sold Design to Customer as required by the Terms of Use. Customer will pay for the Sold Design as required by the Terms of Use. The price for the Sold Design is specified in the invoice paid through the Design Project.
  3. Assignment. Upon Designer’s receipt of payment for the Sold Design as provided in the Terms of Use, Designer hereby irrevocably and perpetually assigns to the Customer all rights, titles and interests worldwide in and to the Sold Design and all intellectual property rights therein, including the rights to reproduce, make derivative works of, distribute, publicly perform, and publicly display the Sold Design. Designer cannot use the Sold Design for Designer’s own purposes or sell or license the Sold Design to any other person without the Customer’s consent. The foregoing assignment will remain in effect in perpetuity. Without limiting the scope of the foregoing assignment, the Designer assigns to the Customer all rights described here.
  4. Representations, Warranties, Indemnity. The Designer represents and warrants that (a) it has all rights necessary (including any third party licenses required) to grant the foregoing assignment and (b) unless disclosed by the Designer when initially submitting the Sold Design to the Design Project, the Designer represents and warrants that the Sold Design does not contain any intellectual property right licensed from a third party. Designer will defend, indemnify, and hold harmless the Customer from and against any and all claims, suits, actions, costs, expenses, damages, losses, and liabilities based on any claim that the Sold Design infringes or misappropriates a third party’s intellectual property rights.
  5. Thread Life. Each party agrees that Thread Life and its third-party providers are intended third party beneficiaries of this Agreement. Each party hereby releases, and will defend, indemnify, and hold harmless, Thread Life and its third-party providers from any and all claims, suits, actions, costs, expenses, damages, losses, and liabilities related to either party’s breach of this Agreement.
  6. Entire Agreement. This Agreement constitutes the entire agreement between a Designer and a Customer regarding the sale of the applicable Sold Design. A party’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Each party’s relationship to the other is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and the rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by a party without the other party’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
    As interactions between a designer and customer are between them – and Thread Life has no responsibility or liability in respect of user interactions – the Designer and Customer are free to enter into any separate written agreement relating to the terms of use of Sold Designs. The separate agreement will take precedence over this agreement (apart from clause 5 of this agreement which must take precedence over any separate agreement).