The Bullpen Services Agreement

This Services Agreement (“Services”) is between Southpaw Creative and You (including your agents and affiliates).

Definitions

“Identity” means the name, url, logo, images, files, or other unforeseen deliverables produced by Southpaw Creative as part of the Services.

Agreement

Subject to the terms of this Agreement, Southpaw Creative grants to You an exclusive, non-transferable license to use the Identity in an unlimited number of applications. You can modify or manipulate the Identity. You can combine the Identity with other images or words and make derivative works from it.

Ownership

Subject to the purchase of the Identity, You own the copyright and all intellectual property rights inherent in or relating to the Identity, while Southpaw Creative shall have a worldwide, perpetual, non-exclusive, royalty-free  license to use and display the Identity as part of its portfolio and merchandise.

Indemnification

You agree to indemnify, hold harmless, and defend Southpaw Creative and its owners, officers, agents, and affiliates from and against any and all claims, lawsuits and proceedings (collectively, “Claims”), and all expenses, costs (including attorney's fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from Your use of the Identity.

Payment and Taxes

All payments under this Agreement are due to Southpaw Creative upon Your purchase of the Identity. Each party shall be responsible for all taxes (including, but not limited to, taxes based upon its income) or levies imposed on it under applicable laws, regulations and tax treaties as a result of this Agreement and any payments made hereunder (including those required to be withheld or deducted from payments); provided that You shall be responsible for any value added tax, use tax, sales tax, or similar tax, and shall pay or reimburse Southpaw Creative for the same upon invoice. Each party shall furnish evidence of such paid taxes as is sufficient to enable the other party to obtain any credits available to it, including original tax withholding certificates.

Compliance with Applicable Laws

You agree that You will comply with all applicable laws and regulations with respect to the Identity, including without limitation all export control laws and regulations.

Entire Agreement

The terms and conditions stated here set the entire agreement of the parties and replace and supersede all other contracts, agreements, and understandings, written or oral, relating to the subject matter hereof.