October 18, 2012

MARVEL: SPIDER-MAN Design Challenge Submission Legal Terms & Conditions

All submissions to this challenge will be owned by Marvel. You cannot use any Marvel characters or elements for any purpose outside of this challenge.

By submitting your Design (hereinafter the "Design") and in consideration of Threadless.com evaluating your Design for its possible use on and in connection with Marvel, you agree to the following terms and conditions ("Design Submission Terms and Conditions"):

For all Designs submitted for use by Threadless.com, you acknowledge that the Design is considered a work-for-hire as defined under the United States Copyright Act of 1976 and will become the sole property of Marvel Characters Inc. and its subsidiaries and affiliates (hereinafter collectively "Marvel"). To the extent that the Design may not, by operation of law, be a work made for hire in accordance with the Design Submission Terms and Conditions, you agree to assign to Marvel the entire right, title, and interest in and to the copyright in your Design including the right to sue for past infringement and the right to further sublicense the Design. You also acknowledge that you waive all "moral" rights that you may have in and to your Design.

If your Design is selected, Threadless.com may use your Design in any manner, including but not limited to: reproducing the Design on apparel and other products, selling products bearing the Design through any retail distribution channel, licensing the Design to Threadless.com's partners, and, changing or reworking the Design, making derivative works of the Design, using the Design on both the Threadless.com and website and on promotional material for Threadless.com and its design challenge partners, and registering the Design with the US Copyright Office in the name of Marvel as the Claimant, and you as the Author. You agree to provide Marvel with minimal information as may be required in order to register the copyright in the Design if Marvel so requests, at no cost.

If your Design is selected, you may not use the Design (or derivatives of the Design) or allow others to use the Design (or derivatives of the Design) in any medium whatsoever. In addition, by submitting your Design, you may not reproduce, sell, or submit the Design to others for any commercial purpose. Threadless.com is under no obligation to use the Design. You represent and warrant that, except with regard to the Marvel Elements, the Design you are assigning to Marvel is your own original work, has not been previously published, and does not contain any trademarks, logos, copyrighted material, or any other intellectual property belonging to any third party, or any material, which Threadless.com in its sole discretion, deems to be profane or offensive.

You acknowledge that Threadless.com reserves the right to decline to select a Design for consideration for any reason, including poor design, as further explained in the "Decline Reasons" page of the Threadless.com website, which are subject to change at any time.

If your Design is selected for use by Threadless.com for Marvel, you will receive:

1. $8,000 cash grand prize for an artist collaboration (artists split the prize)

2. $5,000 cash grand prize for a single artist

3. $500 gift code for grand prize

4. Other designs chosen for print from this challenge will receive compensation based on the product printed on & the quantity printed.

You alone will be responsible for the payment of any tax that arises as a result of receiving payment from Threadless.com or its design challenge partners. Payment will be sent within ninety (90) days after Threadless.com receives hi-resolution artwork deemed suitable for print. If the hi-resolution artwork is not deemed suitable for print as determined by Threadless.com, Threadless.com will notify you of the reason(s) for its determination by email and will make a good-faith effort to assist you in presenting a suitable hi-resolution format.

For the sole purpose of submitting your Design for evaluation and potential commercial use, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicenseable, revocable, royalty-free license to create a Design which includes Marvel Elements. You are not granted any rights to use Marvel Elements for any other purpose. Marvel Elements are defined as elements derived from, adapted from, based on, by direct reference or by inference to (e.g., by shape or outline but without specific features), any intellectual property (e.g. copyrights, trademarks, trade dress, art works, characters, logos, brands, symbols, devices, slogans, tag lines) of Marvel, its affiliates, or its/their licensors, or any variation thereof. Any elements of your Design that would not be considered Marvel Elements shall be hereinafter described as "Non-Disney Elements."

For the avoidance of doubt, you are not authorized to use the Marvel Elements of the Design for any other purpose whatsoever.

Participants, who in the opinion of Threadless.com and Marvel, do not comply with these Threadless Design Challenge Submission Legal Terms and Conditions, or for any other reason at Threadless.com's sole discretion, can at any time be excluded from consideration without notice. The decisions of Threadless.com are final and binding.