Design Submission and License Agreement Overview
This Design Submission and License Agreement (“Agreement”) is entered into as of the date you submit your Design via our website (“Effective Date”) by and between Texas Metal Works LTD CO dba WeldProjects.com (“Company”), and you, the submitting designer (“Designer”).
Article 1. Definitions
1.1 “Design” means any original design, artwork, or concept submitted by Designer to Company.
1.2 “Products” means any kits or items manufactured by Company using the Design.
Article 2. Grant of License
Designer hereby grants Company a perpetual, irrevocable, worldwide license to use, modify, manufacture, market, and distribute the Design in connection with the Products. This license shall be exclusive for the first twelve (12) months following the Effective Date, after which it shall become non-exclusive. The rights granted herein are unlimited and include the right to sublicense. Notwithstanding the foregoing, the license set forth in this Article 2 shall only become effective upon Company’s acceptance of the Design for further development as described in Article 9.
Article 3. Representations and Warranties
3.1 Designer represents and warrants that:
(a) The Design is original and does not infringe on any third party’s rights;
(b) Designer has full authority to grant the rights herein;
(c) The Design has not been licensed, sold, or otherwise committed to any third party prior to this submission;
(d) If the Design incorporates any third-party materials, all necessary rights, permissions, and clearances have been obtained;
(e) The Design complies with all applicable laws, rules, and regulations;
(f) The Design is free from viruses, malware, or any hidden elements that could harm Company’s systems or the Products;
(g) The Design does not contain any defamatory, obscene, or otherwise legally problematic content; and
(h) The Design is free from any liens, encumbrances, or claims by third parties.
3.2 Designer shall indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of the representations and warranties contained herein. This indemnification obligation shall survive termination of this Agreement.
Article 4. Commission Terms
Commission arrangements for the Design shall be governed by a separate, external Commission Agreement, which is incorporated herein by reference. In the event of any conflict between this Agreement and the Commission Agreement, the terms of the Commission Agreement shall prevail solely with respect to commission-related matters.
Article 5. Confidentiality
5.1 Definition of Confidential Information:
Any private communications, discussions, or non-public information exchanged between the parties specifically in connection with working together to bring the Products to market shall be considered “Confidential Information.”
5.2 Obligations:
Except as required by law or with the prior written consent of the disclosing party, neither party shall disclose any Confidential Information to any third party. Notwithstanding the foregoing, both parties may publicly discuss the existence of their relationship and details regarding the Products.
5.3 Remedies for Breach:
The parties acknowledge that any unauthorized disclosure of Confidential Information may cause irreparable harm that cannot be adequately remedied by monetary damages alone. Accordingly, the non-breaching party shall be entitled to seek injunctive or equitable relief to prevent further breaches, in addition to any other remedies available at law or in equity.
Article 6. Term and Termination
6.1 This Agreement shall commence on the Effective Date and continue indefinitely.
6.2 Either party may terminate this Agreement for a material breach that remains uncured for thirty (30) days following written notice; provided, however, that if Company notifies Designer in accordance with Section 9.3 that it will not be developing the Design into a Product, this Agreement shall terminate with no further obligations from either party.
Article 7. Limitation of Liability
7.1 Exclusion of Certain Damages:
To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including without limitation damages for loss of profits, loss of data, business interruption, or any other pecuniary loss, arising out of or relating to this Agreement, even if the Company has been advised of the possibility of such damages.
7.2 Aggregate Liability Cap:
The Company’s total aggregate liability under this Agreement, whether arising in contract, tort (including negligence), or otherwise, shall not exceed one thousand dollars ($1,000).
7.3 Essential Purpose:
The foregoing limitations shall apply even if any remedy set forth in this Agreement fails of its essential purpose.
Article 8. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any disputes arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration in Montgomery County, Texas in accordance with the rules of the American Arbitration Association, and not in a court of law.
Article 9. Submission Review and Acceptance
9.1 Submission of a Design does not guarantee that it will be accepted or developed into a Product.
9.2 Company shall review each Design submitted and contact Designer within thirty (30) days of submission with an initial assessment. That assessment may either invite Designer to enter into extended discussions for potential development or notify Designer that Company does not intend to develop the Design.
9.3 If Company notifies Designer that it will not develop the Design into a Product, this Agreement shall terminate with no further obligations from either party.
9.4 Upon termination of this Agreement pursuant to Section 9.3, all rights granted under Article 2 shall immediately revert to Designer, and Company shall have no further rights or licenses under the Design.
Article 10. Miscellaneous
10.1 Entire Agreement: This Agreement, together with any referenced Commission Agreement, constitutes the entire agreement between the parties.
10.2 Amendments: Any amendments must be in writing and acknowledged by both parties.
10.3 Assignment: Company may assign its rights and obligations under this Agreement without Designer’s consent.
10.4 Electronic Acceptance: By uploading or otherwise submitting your Design via our website, you confirm that you have read, understood, and agree to be bound by the terms of this Agreement, including the license grant and any related Commission Agreement.
10.5 No Obligation: Submission of a Design does not obligate Company to develop, manufacture, or market the Design or to enter into any further business relationship with Designer beyond the terms set forth herein or in any separate Commission Agreement.
10.6 Independent Contractor: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between the parties.
10.7 Survival: The provisions of this Agreement that by their nature should survive termination—including, without limitation, Articles 3, 5, 7, 8, 9.4, and 10.5—shall survive any termination.
10.8 Designer Attribution: Company may disclose the identity of the Designer on public-facing communications regarding any Product developed from the Design, including but not limited to product packaging, marketing materials, and website listings.