Intellectual Property and Licensing

These Intellectual Property and Licensing terms form part of the contract with Blazed Digital (trading as The Revamp Company). They prevail over any assumption, email or conversation about "work for hire", "you will own everything" or similar language, unless a Statement of Work expressly varies a named clause.

You retain ownership of Client Materials. You grant us a worldwide, royalty-free, transferable, sublicensable licence to copy, modify, host, display and otherwise use Client Materials for the purpose of performing the Services, operating your Plan, exercising our rights, and defending our interests, during the engagement and for a reasonable period afterwards.

You warrant that you own or have licensed Client Materials, that our use as licensed will not infringe any third-party right, and that they do not contain malware or unlawful content. You must indemnify us for any breach of that warranty.

We own and retain all right, title and interest in Pre-Existing Materials, Tools, methods, know-how, templates, scaffolds, design systems, prompt libraries, deployment scripts, portal software, and any improvement to them even if the improvement arises during your engagement. Nothing in a Statement of Work transfers those rights unless it identifies the specific item and says that ownership transfers after payment.

We may use, commercialise and licence Pre-Existing Materials and Tools for any other client or purpose. You acquire no exclusivity.

Subject to the rest of these terms, we assign to you, on and from the date we have received all Fees then outstanding (including deposits, milestones, change requests, pass-throughs, interest and costs), the intellectual-property rights that we own in the Client-specific Deliverables created uniquely for you under the relevant Statement of Work.

Until that date, we retain all ownership, and you have only the limited licence in the next section. If any Fee later falls overdue, the assignment is automatically revoked and reverts to us until the overdue amount is cleared, to the maximum extent permitted by law. We may also withhold repositories, design files, credentials and documentation until payment in full.

The assignment does not include Pre-Existing Materials, Tools, third-party materials, open-source components, generic know-how, residual knowledge in the heads of our people, or anything we can show existed in similar form for another client.

Until ownership transfers, we grant you a personal, non-exclusive, non-transferable, revocable, non-sublicensable licence to use the Deliverables solely for internal evaluation, not for production use, sale or publication, unless we have given written go-live consent for a staging-to-production step that is itself conditional on payment.

After assignment, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use the Deliverables in anonymised or aggregated form to improve our Tools and methods, and to use them as part of our portfolio as described below. That licence survives termination.

We grant you a non-exclusive, non-transferable, non-sublicensable licence to use those parts of our Pre-Existing Materials and Tools that are embodied in a paid-for Deliverable, solely as embodied, solely for your internal business operations, and solely for so long as you comply with these terms and have paid all Fees. You may not extract, reverse engineer, resell, or use those parts to build a competing product or to service third parties.

We may revoke that licence if Fees are overdue or if you breach these terms. Revocation does not entitle you to a refund.

Third-party and open-source components remain under their own licences. You must comply with those licences. We do not assign them and we do not warrant that a particular component will remain available or licence-compatible. If an open-source licence requires us to offer source, we will do so only to the extent that licence strictly requires and only for the component, not for your Client Materials or our proprietary Tools.

If you give us ideas, suggestions or feedback, you assign (or, where assignment is not possible, grant a perpetual, irrevocable, royalty-free, transferable, sublicensable licence to) all intellectual-property rights in that feedback, and you waive any moral rights to the maximum extent permitted by law. We may use feedback without acknowledgement or compensation.

Unless you give us a written opt-out before the work is made public, we may name you, describe the industry and the nature of the work at a high level, and show non-confidential screenshots or recordings in our portfolio, website, proposals and social channels. You grant the licences needed for that use. You may opt out by writing to jarvis@therevampcompany.com. An opt-out is not retroactive as to materials already published and does not require us to purge third-party caches.

We and our people may use residual knowledge that is retained in unaided memory, including generalised techniques, provided we do not disclose your Confidential Information. This clause does not assign your Client Materials to us.

To the maximum extent permitted by law, we waive (and will procure the waiver of) moral rights in assigned Deliverables, except that we may still be identified as author for portfolio use. You must execute documents and take steps we reasonably request to perfect the assignments and licences in these terms. If you fail to do so within fourteen (14) days of a request, you irrevocably appoint us as your attorney to execute them on your behalf.

If a third party claims that a Deliverable infringes its rights, we may at our option: modify the Deliverable, replace it with a non-infringing substitute, or terminate the related licence or assignment and, at our sole discretion, refund Fees paid for that Deliverable in the previous three (3) months. That is your exclusive remedy for intellectual-property infringement arising from our work, except where the claim is caused by Client Materials, your instructions, or a third-party component, in which case we have no obligation and you must indemnify us.