INTELLECTUAL PROPERTY REPRESENTATIONS AND WARRANTIES
By submitting a design, including, without limitation, any copyrighted materials, trademarks, service marks, trade name logos, statements, portraits, graphics, artworks, photographs, pictures, illustrations or similar registered or unregistered works (collectively, “Design”) to Just Vision It, LLC (“JVI”) and requesting products and services from JVI, you (“Customer”) represent and warrant to JVI as follows:
(a) Customer is the owner and has good title and all rights to the Design necessary, or Customer has all licenses and permissions of the owner of the Design necessary, to submit the Design to JVI for the purposes, products and services requested of JVI by Customer;
(b) The Design does not infringe, violate or misappropriate in any manner any patent, trademark, trade secret, copyright, or other intellectual property or proprietary rights of any third party, or any right of publicity or privacy, and there is no pending or threatened assertion or claim by any third party for any such infringement, violation or misappropriation;
(c) The products and services requested of JVI by Customer will not infringe, violate or misappropriate in any manner any patent, trademark, trade secret, copyright, or other intellectual property or proprietary rights, or publicity or privacy rights of any third party;
(d) There is no pending or threatened action for infringement of the Design by any third party;
(e) The Design is not subject to any proceeding or outstanding decree, order, judgment, agreement or stipulation restricting in any way the use thereof by Customer in a manner consistent with the purposes, products and services requested of JVI by Customer; and
(f) The Design does not contain any pornographic, defamatory, or otherwise unlawful or immoral content; or exploits minors; or depicts unlawful or violent acts; or depicts animal cruelty or violence towards animals; or promotes fraudulent schemes or gives rise to a claim of deceptive advertising or unfair competition; or violates any law, statute, or regulation.
By submitting a Design to JVI and requesting products and services from JVI, Customer acknowledges and agrees that in no way, shape or form does JVI grant Customer permission to reproduce any intellectual property, nor does JVI transfer, grant or lease any license or ownership of intellectual property or proprietary rights to Customer.
Customer shall defend, indemnify and hold harmless, JVI and its members, managers, officers, agents, and employees, successors and assignees (the “Indemnified Parties”) from and against any and all claims, and all liabilities, damages of any kind or nature whatsoever, costs and expenses incurred by the Indemnified Parties in connection therewith, including attorneys’ fees, arising from or relating to (a) any breach of the foregoing representations, warranties and covenants of Customer, or (b) any allegation that Customer’s uses of the Design, or the products and services requested of JVI by Customer related to the Design, violate the rights of any third party.
These Representations and Warranties are governed by and shall be construed with the laws of the State of Missouri, without respect to its conflict of laws principles. Any dispute that arises under or relates to these Representations and Warranties shall be exclusively resolved in the applicable federal or state court located in the State of Missouri, U.S.A.
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