Terms and Conditions
Terms and Conditions AGREEMENT This is the agreement between you as either an individual artist or as the legal authorized representative of a group and Tshirt Fight. By uploading your final artwork, you are affirming that you understand and agree to the following terms and conditions which serve as a contract between you and Tshirt Fight. 1.Term. The term of this agreement starts on the date that the Artist Elements are initially uploaded to any Tshirt Fight Site(s) and continues until either Artist or Tshirt Fight terminates this Agreement in writing. 2. Ownership. ARTIST AT ALL TIMES RETAINS ALL RIGHT AND TITLE TO THE DESIGN PROVIDED BY ARTIST HEREUNDER. 3. License To Use Artist Elements. As and when Artist Elements are uploaded to the Tshirt Fight Site(s), Artist grants to Tshirt Fight a worldwide, non-exclusive license to do the following things during the Term: a) to produce, sell and distribute Artist's Design. b) to display, reproduce, exhibit, broadcast, transmit, distribute through any electronic means or other means, and electronically or otherwise publish Artist Elements by any and all means and media; c) to modify, adapt, change or otherwise alter the Artist Elements (e.g., change the color or size). d) During the Term, Tshirt Fight's licenses under this Agreement include the right to use any part of the Artist Elements in the promotion, advertising or marketing of the Tshirt Fight Sites. e) As used in this Agreement, the term "Artist Elements" means any content sent to the Tshirt Fight Site(s) which may include Artist's name(s) (including professional names), photographs, biographical materials, designs, illustration and artwork. 4. Payment and Sale Period: Artist agrees to a royalty of $1.00 per t-shirt sold on the Tshirt Fight Site(s) paid by Tshirt Fight to the Artist on any and all t-shirts that use the design provided by Artist hereunder. 5. Representations and Warranties. Artist represents and warrants that: a) Artist has the full right and power to enter into and perform this Agreement and to grant Tshirt Fight all rights to use the Artist Elements as contemplated in this Agreement; b) Artist has obtained all necessary third-party consents, rights, licenses and permissions, if any, required for Artist to enter into and perform this Agreement and to grant Tshirt Fight the rights to use the Artist Elements set out in this Agreement (including, without limitation, consents and permissions from owners of any elements that are used in the Artist Elements), c) the Artist Elements (and Tshirt Fight's use of them under this Agreement) do not and will not infringe on any rights of any third party, including any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party, d) all information that Artist has provided or will provide to Tshirt Fight is true and complete, e) the Artist Elements do not and will not violate any law, statute, ordinance or regulation, f) if Artist or any member of Artist's group is a minor, Artist hereby warrants that Artist has the legal right to execute this Agreement on behalf of the minor artist and guarantee such person's performance of the terms of this Agreement. These warranties shall survive any termination of this Agreement. 6. Indemnity. Artist agrees to defend, indemnify, reimburse and hold Tshirt Fight and affiliated entities, and their members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees and assigns harmless from and against any and all liability, loss, damages, judgments, costs and expenses (including reasonable attorney's fees, costs and expenses and court costs) arising out of or related to: a) Artist's use of the Tshirt Fight Site(s); b) any breach or alleged breach of Artist's representations and warranties and/or any breach, alleged breach or violation of the notices, terms and conditions of this Agreement; c) Artist's violation or alleged or threatened violation of any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party, arising from the submission and/or use of Artist Elements to Tshirt Fight as provided in this Agreement. 7. Tshirt Fight's Performance. Artist acknowledges and agrees that the operation of the Tshirt Fight Site(s) may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Tshirt Fight will not be responsible to Artist or others for any interruptions, errors or problems or even for an outright discontinuance of the Tshirt Fight service. There are no assurances whatsoever that any of the Artist Elements or any part or element of Artist Elements will actually be used on the Tshirt Fight Site or if used will continue to be available for any particular time. Tshirt Fight has the right, in Tshirt Fight's sole and absolute discretion, to remove from the Tshirt Fight Site(s) at any time the Artist Elements or any part of them. The Tshirt Fight Site may be discontinued at any time, with or without reason and all Artist Elements sent to Tshirt Fight or Representative may be removed and unavailable for recovery by any means. Artist and only Artist is responsible for maintaining at Artist's expense and in facilities owned or controlled only by Artist any and all original Elements or so-called back-up copies of all or any part of the Artist Elements. 8. No Liability for Third Party Use. Tshirt Fight DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY USE OF THE ARTIST DESIGNS MADE AVAILABLE ON THE Tshirt Fight WEBSITE BY THE ARTIST PURSUANT TO THE TERMS OF THIS AGREEMENT. ARTIST SHALL BE SOLELY RESPONSIBLE FOR SEEKING RELIEF FOR ANY UNAUTHORIZED USE OF ARTIST DESIGNS BY A THIRD-PARTY, AND NOT FROM Tshirt Fight. THIS MEANS, AMONG OTHER THINGS, THAT IF ANOTHER PERSON OBTAINS ARTIST DESIGNS FROM Tshirt Fight (WHETHER OR NOT WITH Tshirt Fight'S PERMISSION), AND USES THOSE DESIGNS IN A WAY NOT AUTHORIZED BY THE LICENSES GRANTED UNDER THIS AGREEMENT ARTIST WILL SEEK REDRESS OR RECOVERY FROM THE OTHER PERSON AND NOT FROM Tshirt Fight, AND THAT ARTIST WILL NOT HOLD Tshirt Fight RESPONSIBLE OR LIABLE FOR SUCH UNAUTHORIZED USE. 9. Copyright and Trademark Notices. Tshirt Fight, the Tshirt Fight logos and mascots, and the layout and design of the Tshirt Fight Site(s), among other marks that may appear on the Tshirt Fight Site(s) are trademarks of Tshirt Fight (the "Tshirt Fight Marks"). Other trademarks and service marks on the Tshirt Fight Site(s) may be the property of the advertisers, content partners and/or providers, or other third parties. Artist may not use any of the Tshirt Fight Marks without Tshirt Fight's prior written permission, and Artist may not use any third-party marks without the third party's prior written permission. 10. Miscellaneous. a)Entire Agreement. This Agreement sets forth the entire understanding and agreement of Artist and Tshirt Fight as to the subject matter hereof and supersedes all prior proposals, discussions or agreements (oral and written) with respect to such subject matter. b)Modification. Tshirt Fight reserves the right to amend the terms of this Agreement from time to time in its sole discretion. Tshirt Fight will notify Artist of any material changes to this Agreement by sending an email to the address listed in Artist's account. If Artist continues to upload Artist Elements after being notified of the changes to the Agreement, Artist will be deemed to have accepted those changes and the new terms of the Agreement will govern all prior and future submissions of Artist Elements. If Artist does not accept the new terms of the Agreement, Artist's only and exclusive remedy will be to terminate this Agreement. Otherwise, this Agreement may be changed only by a writing signed by both parties that specifically refers to the parties' intent to amend this Agreement. BEFORE CLICKING "I AGREE", CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING "I AGREE", YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT WITH RESPECT TO THE WORK YOU ARE CURRENTLY SUBMITTING AS WELL AS WITH RESPECT TO WORK YOU HAVE SUBMITTED IN THE PAST AND MAY SUBMIT IN THE FUTURE. Copyright 2010 Tshirt Fight. All Rights Reserved.