October 17, 2013
Design Challenge Submission Legal Terms & Conditions
By submitting your design (the “Design”) and in consideration of skinnyCorp, LLC d/b/a Threadless, its affiliates and parents (collectively “Threadless”), evaluating your Design for its possible use, you agree to the following terms and conditions (the “Design Submission Terms and Conditions”):
- The Design is your own original work and does not contain any trademarks, logos, copyrighted material, any other intellectual property belonging to any third party, or content subject to a third party’s right of publicity or privacy.
- The Design does not infringe any rights (including but not limited to copyright) of any third party.
- You represent and warrant that you have the full right, power and authority to enter into the Design Submission Terms and Conditions and that your agreement to them does not violate any agreement you have entered into with a third party. If you have entered into an agreement with any third party concerning the Design or any other artwork you must promptly advise Threadless.
- You agree to defend, indemnify and hold harmless Threadless, and sublicensees (each an “Indemnified Party”) from and against any and all third party claims, damages, liabilities, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or relating to an Indemnified Party’s use of the Design (including reproducing, distributing, adapting, and displaying the design) and/or a breach or alleged breach of the Design Submission Terms and Conditions by you, including paragraphs 1-3 above.
- As between you and Threadless, you own and will maintain ownership of the Design. Threadless does not and will not own the Design as a result of your submission of the Design. The Design Submission Terms and Conditions, including this provision, supersede any prior oral or written agreement between you and Threadless with respect to the Design.
- You hereby grant Threadless a worldwide, non-exclusive, right and license to use, upload, modify, reproduce, copy, exhibit, create derivative works of, distribute, sell, advertise, and display the Design, in any manner now known or hereafter devised. This license may be sub-licensed by Threadless to others. You waive any “moral rights” you may have in the Design.
- You also grant Threadless a worldwide, non-exclusive, right and license to use, portray, display and publish your name, appearance, voice, likeness, photographic image, and biographical information, in any and all media now known or hereafter devised. This license may be sub-licensed by Threadless to others.
- You may request, subject to Threadless’ approval, to revoke the licenses granted in paragraphs 6 and 7 of these Design Submission Term and Conditions (collectively, the “Non-Exclusive Licenses”) by providing express written notification of your request for revocation of the Non-Exclusive Licenses to Threadless at the following email address: email@example.com. Any such request for revocation of the Non-Exclusive Licenses must contain the design's title and URL. If such request for revocation of the Non-Exclusive Licenses is approved by Threadless, termination of the Non-Exclusive Licenses will become effective six (6) months following Threadless’ express written acceptance of the request for revocation.
- Upon Threadless’ actual receipt of a notice of revocation of the Non-Exclusive Licenses, the Non-Exclusive Licenses shall terminate; provided, however, Threadless and any sub-licensees and wholesale parties that sell the Design under Threadless’ authorization may, at their discretion, sell through any items in their possession bearing the Design, and advertise and promote the same, until such time as the inventory of such products is exhausted. Threadless also may terminate the Non-Exclusive Licenses by providing written notice to you, at the email address provided by you, of Threadless’ election to terminate the Non-Exclusive Licenses. Upon dispatch of Threadless’ notice of termination, the Non-Exclusive Licenses shall terminate; provided, however, Threadless and any sub-licensees and wholesale parties that sell the Design under Threadless’ authorization, may, at their discretion, sell through any items in their possession bearing the Design and advertise and promote the same, until such time as the inventory of such products is exhausted.
- Threadless will pay you a royalty of 20% of the calculated net profits per unit sold of the Design, plus 100% of the amount of any “artist tips” your Design receives. In no event will the Artist be paid less than 25 cents per unit sold of the Design on Threadless.com. All Threadless.com payments will be made on a monthly basis. Certain Partnership and Wholesale payments will be made on a quarterly basis within 45 days after the end of each quarter ending March 31st, June 30th, September 30th, and December 31st of each year, beginning with the first quarter in which royalties become due based on revenue received by Threadless. Royalty payments will be sent in the form of PayPal. Please contact artist.help@threadless if there are any questions or concerns in regards to payment.
- Threadless’ use of the Design and its payments to you are subject to your representation that you own the Design and that the Design does not infringe any third party’s legal rights.
- You alone will be responsible for the payment of any tax that arises as a result of receiving any payment from Threadless, its subsidiaries, related companies, partners, or licensors.
- You acknowledge that Threadless.com may decline to select the Design, exclude the Design from consideration, or take down the Design from Threadless.com for any reason, at any time, and in its sole discretion and that the decisions of Threadless.com are final and binding.
By submitting your Design, you acknowledge that you have read and agree to these Design Submission Terms and Conditions. Your agreement with Threadless is governed by the laws of the State of Illinois without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located in Cook County, Illinois, in connection with any dispute arising from this agreement.
Threadless may, in its discretion, change these Design Submission Terms and Conditions at any time and such changes shall be effective immediately. It is your responsibility to review any changes to the Design Submission Terms and Conditions. The lack of providing a notice of revocation of the Non-Exclusive License shall signify your agreement to any such revised terms and conditions.