Before you submit your design, you must read and agree to the following terms:
DESIGN SUBMISSION AGREEMENT
Last Updated: September 26, 2017
Thank you for your interest in Impact Theory! New designs are very important to us as they allow our community to “Wear Your Impact.” This Design Submission Agreement (“Agreement”) is made by and between Impact Theory, LLC (“Owner,” “We,” “Us,” or “Our”) and persons submitting content (“Submitter,” “You,” or “Your”). PLEASE READ THIS AGREEMENT CAREFULLY – THIS IS A BINDING LEGAL CONTRACT THAT MAY AFFECT YOUR RIGHTS
This Agreement details the mutual provisions and agreements between Owner, who owns a website and e-commerce store, Impact Theory (“Website”), and the Submitter who wishes to submit his/her/its design (“Design”) for evaluation and commercial use. We reserve the right, and sole discretion, to determine whether submissions are appropriate. By uploading Your Design, You affirm that You understand and agree to the following:
Length Of Term.
The term of this agreement starts on the date that Your Design is uploaded to the Website and continues until either Owner or Submitter terminates this Agreement in writing. Submitter may revoke his/her/its license, in writing, at any time subject to two limitations: 1) You may not revoke Your license for sixty (60) days from the date of submission, and 2) You may not revoke Your license after You have been notified that the Design has been accepted. After the Design has been selected, Submitter may not personally use nor allow third parties to use the Design for a period of one (1) year from the last date of sale by Owner.
Submission and Evaluation.
Owner also employs designers who develop new products. While We are happy to receive and review unsolicited suggestions for new products, We have found that many of these unsolicited designs are the same as or similar to designs conceived by employees of Our company or otherwise are not new to Us. As part of its evaluation of the Design, Owner may disclose the Design to its employees, agents, consultants and/or customers. Evaluation of the Design shall not be construed as recognition of novelty or originality or non-obviousness of the Design.
Submitter grants Owner permission to produce, modify and/or use the Design for the purpose of evaluation as Owner deems appropriate. Owner shall incur no obligation to pay Submitter for such evaluation, modification and/or use. Owner reserves the right to review and approve the suitability of the content and/or images submitted. Owner may select or omit any image provided, and edit or omit any copy provided, for any reason or no reason at all, at Our sole discretion.
- You have created the Design.
- You are the lawful owner of Your Design.
- You have the full power and authority to submit Your Design.
- Your submission of the Design does not conflict with any legal obligation You have with any other person or company.
- Your Design aims to empower all who encounter it.
- Your Design is creative and awesome.
We Will Not Consider These Designs
Our community has diverse and interesting perspectives. And we love that! Those varied viewpoints can sometimes be reflected in the designs submitted. However, please keep the following in mind. We will not consider designs that:
- Violate the intellectual property rights of others; whether patent, trademark, trade secret, copyright, or other proprietary rights.
- Encourage violence or hate against any individual or groups; or include violent images or text.
- Attack, harass, or defame others based on race, religion, ethnicity, gender, disability, national origin, or sexual identity.
- Promote or encourage the use of illegal substances.
- Include sexually suggestive images or text.
- Include vulgarity or lewd language.
- Include content that may be offensive to the Impact Theory community.
Post-Submission and Acceptance.
By uploading Your Design, You grant Owner exclusive, world-wide rights to use the design for commercial purposes, including, but not limited to, printing and selling of t-shirts, other apparel, posters, and stickers for the duration of this Agreement, as well as using it for marketing and promotional purposes (e.g., to display, reproduce, exhibit, broadcast, transmit, distribute through any electronic means or other means, and electronically or otherwise publish by any and all means and media, including the right to use any part of Your Design in the promotion, advertising or marketing of the Owner websites) in perpetuity.
Owner will review Your Design. If Your Design is not selected, You will be notified by email within sixty (60) days. In the event Your Design is not selected, You retain the rights to the artwork and are welcome to then submit it to other locations or print it Yourself unless you have used any of Impact Theory’s intellectual property, whether or not it is protected by copyright and/or trademark. Once the sixty (60) days have passed, if Your Design is not chosen by Owner, You are free to use Your Design for any commercial or non-commercial purpose, unless you have used any of Impact Theory’s intellectual property, whether or not it is protected by copyright and/or trademark. Owner reserves the right to choose Your Design after the 60 days have passed, on the condition that the Design has not been used for commercial purposes elsewhere.
If Owner selects Your Design, You will be notified via the email You provided during submission. By accepting Your Design, We make no guarantee of any volume of sales nor do We promise that Your Design will, in fact, be sold. Owner reserves the right to reverse the decision to use Your Design for any or no reason at all. After Your Design has been selected You may not use nor allow third parties to use Your Design for sale for a period of one (1) year from the last date of sale by Owner. If Your Design incorporates any of Impact Theory’s intellectual property, whether or not it is protected by copyright and/or trademark, you may never use nor allow third parties to use Your Design.
If Your Design is chosen and featured on the Website, Your Design will be for sale on garments and potentially other items for at least 24 hours. However, Owner reserves the right to remove Your Design, without Your prior consent or knowledge, if Owner is notified that Your Design infringes on a third party’s copyright or for any other reason at its sole discretion. For each item sold bearing Your Design, Owner will pay You as follows:
- 30% of net revenues generated by sale of Your Design – from $1 to $10,000 in total payout;
- 15% of net revenues generated by sale of Your Design – from $10,001 to $25,000 in total payout;
- 5% of net revenues generated by sale of Your Design – $25,001 in total payout or more.
Net revenues are defined by Our standard formula, which is subject to change at any time.
Owner will contact You, via the e-mail You provided upon submission, indicating the number of items sold bearing Your Design fifteen (15) days following the close of each quarter (Please note, quarters are calculated using the following dates: March 31, June 30, September 30, December 31).
Please note, if Your Design is modified or repurposed by Owner or a third party, you will not be entitled to payment on the modified design. You will only receive payment from sales of Your original Design submission.
Comments On Accepted Designs.
We also reserve the right to comment on Our reasons for publishing the Your Design and make positive comments about the Design and its content. When a given post is published, Submitter will be notified by email.
We value Our and others’ intellectual property rights, so We require all of Our Submitters to do the same.
Impact Theory’s Intellectual Property Rights
Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs and written and other materials that appear on the Website are the copyrights, trademarks, trade dress and/or other intellectual properties owned, controlled, or licensed by Impact Theory. Impact Theory is the owner of the IMPACT THEORY trademark and design mark.
Your Intellectual Property Rights and Responsibilities
Submitter retains all rights, title and interest in its submitted content including copyright, trade names, trademarks, service marks, and other proprietary or intellectual property rights that exist and are owned by Submitter; provided, however, that Submitter grants Owner an exclusive, royalty free, perpetual, irrevocable right to the content provided by Submitter (including all related intellectual property rights). Additionally, Submitter agrees that Owner has the right to reformat, modify and/or excerpt any content provided by Submitter. Submitter reserves the right to remove Your Design from the Website, without prior consent or knowledge.
Submitter shall be fully responsible and liable for the content provided by Submitter. Owner is not responsible for, and in no way warrants or guarantees the representations made or implied in any and all content provided by Submitter. Submitter agrees to hold harmless and defend Owner against any claims, suits, charges, actions, expense, costs and investigations arising out of any and all content and/or images provided by Submitter. By submitting content and/or images, Submitter agrees that Submitter has the lawful right to re-produce and publish said content and images in full.
Third Party Intellectual Property Rights
Submitter agrees to promptly notify Owner of all domestic, foreign, pending and issued intellectual property protection (e.g., patent, trademark, copyright, design registration, or the like) covering any aspect of the Design, and to provide copies of documents evidencing such intellectual property protection upon request.
Submitter agrees to, at its own expense, indemnify, hold harmless and defend Owner and each of its officers, directors, owners, employees, agents, and representatives from and against all actions, suits, losses, liabilities, claims, investigations, charges, fines, expenses, damages, and costs of every kind including attorney’s fees, arising out this Agreement, including but not limited to Submitter’s breach of copyright laws, intellectual property laws of any jurisdiction, representations, warranties, or provisions herein, violation of any state or federal law or regulation resulting from the provision of services or goods by Owner, or any claim resulting from Owner’s negligence or omission(s). Submitter’s duty to defend shall include the provision of competent counsel to Owner, as chosen by Owner.
Limitation Of Liability.
In no event shall Owner be liable for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits arising out of this Agreement. You agree to defend, indemnify and hold Impact Theory and its affiliates harmless from and against any and all claims, damages, costs and expenses, including reasonable attorneys’ fees, arising from or relating to Your use of Impact Theory’s Website, Your violation of this Agreement, or Your violation of any rights of another.
OWNER DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY USE OF THE DESIGNS MADE AVAILABLE ON THE WEBSITE PURSUANT TO THE TERMS OF THIS AGREEMENT. SUBMITTER SHALL BE SOLELY RESPONSIBLE FOR SEEKING RELIEF FOR ANY UNAUTHORIZED USE OF SUBMITTER’S DESIGNS BY A THIRD-PARTY, AND NOT FROM OWNER. THIS MEANS, AMONG OTHER THINGS, THAT IF ANOTHER PERSON OBTAINS YOUR DESIGNS FROM THE WEBSITE (WHETHER OR NOT WITH PERMISSION), AND USES THOSE DESIGNS IN A WAY NOT AUTHORIZED BY THE LICENSES GRANTED UNDER THIS AGREEMENT SUBMITTER WILL SEEK REDRESS OR RECOVERY FROM THE OTHER PERSON AND NOT FROM OWNER, AND THAT SUBMITTER WILL NOT HOLD OWNER RESPONSIBLE OR LIABLE FOR SUCH UNAUTHORIZED USE.
This Agreement shall be governed by the laws of the State of California and, where applicable, by federal law.
Owner’s services and its Website are provided “as is” without warranty of any kind from the Owner, express or implied, including any warranties of fitness for a particular purpose, and any use of the Website are at Submitter’s sole risk. Owner does not warrant that the Website will be uninterrupted or error free, nor does Owner make any warranty as to the performance or any results that may be obtained by use of the services or Website.
Any dispute arising from or relating to this Agreement shall be settled by binding arbitration in Los Angeles, California before a single arbitrator pursuant to the commercial law rules of the American Arbitration Association. Prior to commencing any action for Arbitration, the parties must first submit notice via certified US mail to 2934 1/2 Beverly Glen Circle, P.O. Box 623, Bel Air, CA 90077 of any and all issues in dispute to the other party and make a reasoned, good faith attempt to settle said issues in dispute. Your notice must include your full name, mailing address, email address, and phone number.
Upon failing to resolve or otherwise settle issues in dispute within a sixty (60) day period upon submission of the issues in dispute, the complaining party may then submit the dispute to arbitration by giving written notice to the other party that the dispute is being referred to arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto. This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding without right of appeal. Each of the parties shall pay for the costs of arbitrator and arbitration services equally, but each party shall bear the responsibility for the costs of their own attorney’s and consultants fees.
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
This Agreement is the final, complete and exclusive agreement of Submitter and Owner with respect to the provisions of this Agreement and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties relating to the provisions of this Agreement. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each the Owner and Submitter.
THIS AGREEMENT HAS BEEN READ, UNDERSTOOD, AND AGREED TO: