Rules of Transfer of Exclusive Intellectual Property Rights
These Rules of Transfer of Exclusive Intellectual Property (IP) Rights (hereinafter referred to as the Rules) prescribe a procedure for the transfer of exclusive IP rights from Pay Assistant and third parties engaged thereby to the Customers as part of fulfilment of their obligations under the corresponding contracts when using the Pay Assistant Service.
The text of these Rules is posted in the Customer's Personal Account on the Website and is available when the Customer forms Tasks.
Terms and definitions
Pay assistant
— shall mean FREEL PRIME PORTAL L.L.C. Register No. 2064919, Address: 1101-225, Jabal Ali First, Ibn Battuta Gate, Dubai, UAE
Customer
— shall mean a legal entity that has concluded a general contract with Pay Assistant and uses the Pay Assistant Service.
Pay Assistant Service
— shall mean an interactive service with the use of which the Customers, Pay Assistant, the Contractor and the Subcontractors interact during the performance of the Tasks. The purpose of the service is to simplify the Customer’s document flow, to set and submit the Customer's Tasks to the contractor for the performance thereof, and to transfer the Results and exclusive rights to the IP, which were created in the process of performing the Tasks, to the Customer. The service is accessed via the Website.
Personal Account
— shall mean a personalised section of the Pay Assistant Service that is accessed by entry of the following authentication data on the Pay Assistant Service login page: a login (username) and a password (access code). Entry of authentication data in the Personal Account and further use of the Personal Account shall be considered equivalent to using a simple electronic signature
Task
— shall mean a task for the performance of a specific work and/or rendering of a specific service, it is formed by the Customer through the Personal Account and subsequently brought to the attention of the Subcontractor for the purpose of its performance.
Result
— shall mean a result of the performance of the Task that is transferred to the Customer and that may incorporate the IP.
IP
— shall mean intellectual deliverables (copyrighted and patentable items) created as a result of performance of the Task.
Exclusive IP rights
— shall mean all property rights and other transferable intellectual property rights, including, but not limited to, the exclusive IP right, the right to obtain a patent for the created patentable IP, and the right to register the IP as means of individualisation.
Subcontractor
— shall mean a Pay Assistant Service user engaged by Pay Assistant to perform the Customer's Task.
Website
— shall mean pay-assistant.com.
1Procedure for the acceptance of these rules
1.1 The Customer shall accept these Rules upon formation of a specific Task and such acceptance shall apply only to the relations associated with the performance of a specific Task.
1.2 When creating the Task in the Personal Account, the Customer shall check the box with a link to the Rules of Transfer of IP Rights in the Task form. By doing this, the Customer agrees that all exclusive IP rights within the framework of a specific Task are fully transferred thereto on the terms described in these Rules of Transfer of IP Rights.
1.3 If accepted by the Customer, the text of the Rules of Transfer of IP Rights shall become an integral part of a corresponding contract between the Customer and Pay Assistant.
2Procedure for the transfer of exclusive IP rights
2.1 Pay Assistant hereby agrees that upon acceptance of the Task by General Contractor exclusive rights to the IP to be created as a result of performance of the Task belong to the Customer by alienation without limitations. General Contractor also warrants the proper processing of the transfer of the exclusive rights to all the IP created as a result of the performance of the Work, Services from Subcontractors to General Contractor to confirm the ownership of the exclusive rights to the Customer.
2.2 Moreover, the Intellectual Property Rights shall be transferred both if the Task implied that the IP would be created as a result of performance thereof and if the Task did not explicitly provide for the creation of the IP.
2.3 Pay Assistant undertakes to transfer the exclusive IP rights received from the Subcontractor to the Customer.
2.4 The Parties agree that acceptance of the terms of these Rules, as well as acceptance of the Task and the Result by the Customer from Pay Assistant or the Subcontractor on behalf of Pay Assistant, shall be sufficient for the alienation of the exclusive IP rights to the Customer.
2.5 Additional agreements of transfer of exclusive rights shall not be required. The Parties may execute a transfer document concerning the alienation of exclusive rights at their own discretion.
3Representations and warranties
3.1 Pay Assistant represents and warrants to the Customer that when engaging the Subcontractor in the performance of the Task, the latter is notified of the liability to the Customer for the misuse of Intellectual Property of third parties and of the fact that the IP being transferred must be free from any rights of third parties.
4Other provisions
4.1 The Parties agree that if patentable intellectual property is created in the performance of the Task, the right to obtain an invention, utility model or design patent shall be alienated to the Customer as part of the exclusive IP rights at the time of acceptance of the Task.
4.2 If the applicable law provides for the state registration of the alienation of any of the Rights to the Intellectual Property created as a result of performance of the Task, the Customer shall be entitled to request that Pay Assistant render the necessary assistance in the state registration of the alienation of such Rights at the expense of the Customer.
4.3 The Parties have also agreed that all registration costs, including, but not limited to, legal fees for preparation of required documents and support of the alienation registration procedure, as well as expenses for the necessary fees or charges, shall be paid at the expense of the Customer and shall not be included in the amount of remuneration for the performance of the Task; Pay Assistant shall not be obliged to pay these costs at its own expense.
COMPANY
PT Fable Teknologi Nusantara
ADDRESS
Menara Global Lantai 12, Jalan Jend Gatot Subroto Kav 27