Act of Transfer of Intellectual Property Rights

The person who submits a file and/or quote via the Smoofl website, hereinafter referred to as ‘the Transferor’.
Pawesome bvba, 109 Boulevard Leopold 1080 Brussels, hereinafter referred to as ‘the Transferee’.
whereas the Transferor is the owner of the, hereinafter referred to as “the Work” and is the holder of the copyrights to it,

The Work between parties is known as submission for the “Share your coolest Smoofl moment” action.
Receiver wishes to obtain the copyright to the Work,
The parties agree as follows if they wish to record this acquisition and additional agreements in writing:

Article 1 Transfer of rights

1. Transferor hereby transfers his intellectual property rights in their fullest extent to Receiver, which transfer Receiver accepts.

2. This transfer includes all intellectual property rights for all countries in the world, for all forms of exploitation and for all distribution media. To the extent possible, these powers shall also include those forms of exploitation and media that are or will become possible in the future.

3. It shall also cover all claims for remuneration, licences or royalties of any kind which may be claimed under relevant legislation, but only in respect of situations arising from the date of transfer.

4. The assignee shall be free to transfer all rights it acquires under this agreement to a third party without further consultation or consent of the Assignee.

5. To the extent that one or more of the rights referred to above are non-transferable or have not been validly transferred pursuant to the above, Transferor hereby grants Transferor a perpetual, unrestricted, transferable and exclusive licence to exploit the Work. Furthermore, the parties will then do everything in their power to effect a legally valid transfer of these rights.

Article 2 Rights of the personality

1. Transferor hereby assigns all his moral rights relating to the Work to Receiver, to the extent that these rights are transferable.

2. Insofar as transfer is not possible, the Transferor waives these moral rights for the benefit of the Transferee to the extent permitted by law.

3. To the extent that transfer or waiver of these rights is not possible, the Transferor hereby authorises the Transferee exclusively to act on its behalf against any infringement of these rights. In doing so, the Transferee may act as he sees fit. Maker will not act independently against a violation of these rights.

4. The Purchaser is not obliged to mention any name of the Transferor in the event of the exploitation of the Work.

Article 3 Remuneration for transfer

1. As full compensation for the rights, licenses and claims transferred in articles 1 and 2, Verkrijger will pay a one-time fee to the Transferor for a Smoofl ice cream.

2. After payment of the amount, Transferor is no longer entitled to any compensation in connection with the exploitation or use of the Work in any way whatsoever.

Article 4 Further cooperation

1. If at any time further actions are or become necessary for the transfer of rights as referred to in this agreement (or the exercise thereof after transfer), the Transferor hereby undertakes to cooperate in such actions at the first request of the Transferor.

2. Such acts include (but are not limited to) the signing of forms or further deeds, the registration thereof with government authorities or the submission of a single document to government authorities.

3. Any costs associated with such acts shall be borne by the Purchaser.

4. As soon as possible after the date of this agreement, Transferor shall provide a complete copy of all source files of the Work to Transferee in the customary digital format for adaptation thereof.

5. Transferor shall not provide these files with any watermark or any measure (such as encryption) that may in any way hinder the unrestricted use and/or adaptation thereof by Transferee.

Article 5 Guarantees from the Transferor

1. Transferor declares that he has not granted a licence to any other person with respect to the Work, and that he has not transferred any copyrights with respect to the Work to any third party.

2. Transferor warrants that there are no claims by third parties regarding infringement of copyrights, patents or other rights of such third parties in respect of the Work. Transferor shall indemnify Receiver against any and all claims that third parties may bring against Receiver in this respect, to the extent that the claims can be traced back to the Work in the condition as at the date of signature of this deed.

Article 6 Licence back to Transferor

1. As a result of the transfer pursuant to this deed, the Transferor loses all rights of use in respect of the Work. Maker may not perform any acts with the Work that constitute an infringement of the transferred rights.

Article 7 Other provisions

1. The parties declare Belgian law applicable to this agreement and the resulting legal relationship.

2. Any disputes arising from this agreement or the resulting legal relationship shall be submitted exclusively to the competent court in the Courts of the Brussels-Capital Region.

3. If any provision of this agreement proves to be null and void, this does not affect the validity of the entire agreement. In that case, the parties will adopt (a) new provision(s) as a replacement, which will give shape to the intention of the original agreement as much as is legally possible.

4. This agreement includes all arrangements between the parties with regard to the intellectual property rights relating to the Work and supersedes all prior written and/or oral agreements and arrangements in this respect.

5. This agreement may only be amended or supplemented by a written document signed by the parties.