1. GRANT OF LIMITED LICENSE
1.1 When you submit your Design to TeeLegend, you grant TeeLegend for a period of 10 days from the beginning of the agreed sales period a non-exclusive, worldwide, royalty-free (except for the commissions set forth in Paragraph 3.1), sub-licensable and transferable right and license authorizing TeeLegend to use, reproduce, modify, adapt, publish, translate, advertise, promote, import, create derivative works from, distribute, display (in whole or part), and to incorporate it in other products or works in any form, media, or technology now known or later developed, whether for commercial or marketing purposes or otherwise, and to distribute in connection with your Design your name and other personal information that you provide to us.
1.2 Under the terms of the foregoing license, TeeLegend may, at its sole discretion, select your Design to print, have printed, sell, ship, have shipped, or distribute to customers products using or bearing your Design. In addition, under the terms of the foregoing license, TeeLegend may, at its sole discretion, display the Design so selected on TeeLegend’s website or other associated social media forum and print, have printed, sell, ship, have shipped, or distribute to customers products using or bearing the Design so selected. The foregoing license also authorizes TeeLegend to reproduce, distribute, and display your Design on TeeLegend’s website or other associated social media forum(s) and in advertising and promotional materials related thereto. You further acknowledge that third-party users of TeeLegend’s website or other associated social media forum may publicly comment on or criticize your Design. You acknowledge, however, that TeeLegend is not obligated to utilize your Design under this license in any way. For avoidance of doubt, TeeLegend may display and sell products bearing your Design on TeeLegend’s website and also remove or disable access to such Design on TeeLegend’s website at any time at TeeLegend’s discretion, unless otherwise provided in this Agreement.
1.3 If TeeLegend elects to sell products using or bearing your Design on TeeLegend’s website, you may request that TeeLegend discontinue selling your Design by giving TeeLegend 30 days’ written notice. You acknowledge that TeeLegend may print, have printed, sell, ship, have shipped, or distribute to customers products using or bearing your Design in fulfillment of orders by customers for such products that are placed within a 30-day period following receipt of such notice. You also acknowledge that TeeLegend may continue to take and fulfill orders for products using or bearing your Design after expiration of the 30-day period by selling, shipping, having shipped, or distributing such products in order to deplete existing inventories of such products. TeeLegend will continue to pay you commissions on products shipped to customers, under the terms of this Agreement, after receipt of said notice.
2. COPYRIGHT OWNERSHIP
TeeLegend acknowledges that you continue to own all copyrights to your Design, subject to the license granted in these terms and conditions and any other provisions herein. You acknowledge that customers who own a lawfully made copy of your Design may sell or otherwise dispose of the copy.
3. ARTIST COMPENSATITION
3.1 TeeLegend will pay you a commission of 1 Euro for each product using or bearing your Design that is shipped following an order placed by a customer as part of (1) a “Today’s Tee” promotion in which products using or bearing your Design are on sale at www.teelegend.com for a 24-hour period; (2) an “After Hours” promotion in which products using or bearing your Design are on sale at www.teelegend.com/after-hours-t-shirt for a 24-hour period following the close of a “Today’s Tee” promotion. This commission does not apply to exchanges. This commission does not apply to products using or bearing your Design that are not shipped to a customer for any reason, including the customer’s failure to pay for the order. This commission does not apply to orders that are canceled by a customer, either before or after a product using or bearing your Design is shipped to the customer.
3.2 In addition to the products using or bearing your Design ordered by customers as part of a “Today’s Tee” promotion and “After Hours” promotion, TeeLegend may, in its sole discretion, print or have printed extra products using or bearing your Design. TeeLegend will pay you a 1 Euro commission for each of these extra products using or bearing your Design that TeeLegend prints or has printed. The extra products using or bearing your Design may be used for customer service purposes, such as size exchanges, and/or may be sold at commercial events or similar promotions.
4. PAYMENT TERMS
4.1 Commissions on qualifying product shipments resulting from a “Today’s Tee” promotion and the “After Hours” promotion, as defined in paragraph 3, will be paid to you within 15 days of the end of the “After Hours” promotion.
4.2 TeeLegend will pay you via PayPal, or another method that TeeLegend selects. You agree that TeeLegend is not required to pay commissions to you for any product that a customer does not pay for or that is returned. You agree that the payment amounts described above will be full and complete payment for the rights you grant to TeeLegend in this Agreement and that you are not entitled to receive any other amounts that TeeLegend may receive as payment from TeeLegend’s customers. Also, you agree that TeeLegend may use your Design on TeeLegend’s website or other associated social media forum or for other promotional purposes and you agree that such uses are royalty free. You agree that TeeLegend will not owe you any commissions, license fees, or other amounts for such uses. You agree to be solely responsible for all taxes of any kind or nature that arise due to payment of the commissions to you.
5. TAXES
5.1 All earnings paid to Artist by TeeLegend are net earnings and are subject to taxes.
5.2 TeeLegend will pay 23% income tax for Artist in Portugal. Any other taxes applicable in Artist country are subject to his own consideration and must be paid by the Artist himself. Artist is an independent contractor and is solely responsible for, shall pay when due any taxes/fees/dues imposed on Artist by the government of the country he lives in or any local tax jurisdiction.
5.3 You’re bound by this Artist Agreement to provide TeeLegend with your Taxpayer information when asked for. All your personal information will only be used for our settlements with Revenue Services.
6. YOUR PERSONAL INFORMATION
When you submit your Design to TeeLegend, TeeLegend may request personal information about you. If TeeLegend so requests, you further agree to provide personal information that is accurate, current, and complete.
7. ARTWORK REPRESENTATION AND WARRANTY
7.1 You represent and warrant that you are the sole author of the Design and that the Design is entirely your own original work.
7.2 You represent and warrant that you are either of the age of legal majority in your state, territory, province, country, or jurisdiction of residence or an emancipated minor.
7.3 You represent and warrant that the Design:
a) is not prohibited by any applicable laws;
b) is not owned, in whole or in part, by any other person or entity;
c) does not defame, violate, or infringe the rights of another, including rights of publicity, personality, privacy, trademark, trade secret, patent, copyright, or any other intellectual property rights;
d) is not obscene, pornographic, offensive, or objectionable. You also represent and warrant that you have the right to grant to TeeLegend the rights identified in this Agreement, and that such rights do not conflict with the rights of any other person or entity or your obligations to them.
7.4 You represent and warrant that, in the event your Design refers to the intellectual property rights of another, your Design is a new, original, and/or transformative work that parodies, satirizes, and/or provides social commentary on such intellectual property rights and your Design makes only fair use of such intellectual property rights.
7.5 You agree to notify TeeLegend within one (1) business day if, after submitting your Design, you become aware that the Design defames, infringes, or otherwise violates the rights of another, including the trademark, trade secret, patent, copyright, right of publicity, privacy, or any other intellectual property right of another. You also agree to notify TeeLegend within one (1) business day if, after submitting the Design, you license rights in the Design to another such that the rights identified in this Agreement conflict with the rights of another or your obligations to them.
7.6 TeeLegend reserves the right, in its sole discretion, at any time to return or take down, remove, or disable access to your Design on TeeLegend’s website in the event TeeLegend becomes aware that the Design does, is suggested to, or is alleged to defame, infringe, or otherwise violate the rights of another, including the trademark, trade secret, patent, copyright, right of publicity, privacy, or any other intellectual property right of another.
8. INDEMNIFICATION
8.1 You agree to indemnify, defend and hold harmless TeeLegend and its employees, representatives, and agents, from any and all expenses, damages, costs, and liabilities including reasonable attorneys’ fees and litigation expenses, arising from or related to any claims, demands or proceedings initiated by any third party due to or arising out of your acts or omissions, including claims arising out of your breach of a warranty that you make in this Agreement. You specifically agree to defend, hold harmless and indemnify TeeLegend from any claims, damages, losses or liabilities (including payment of reasonable attorneys’ fees, costs, and litigation expenses) arising from any claims that the Design has violated the intellectual property rights of others.
8.2 You also agree to indemnify TeeLegend for any other liabilities associated with later acts by you or your representatives in connection with the Design, including any attempt to disaffirm this Agreement at any point in the future. You agree that you and all of your legal guardians and representatives will be bound by all provisions contained in this Agreement.
8.3 You also understand and agree that TeeLegend cannot control the use that TeeLegend’s customers make of TeeLegend’s products, TeeLegend’s website or other associated social media forum, or other items that may contain your Design. If a TeeLegend customer or a third-party user of TeeLegend’s website or other associated social media forum violates TeeLegend’s rights or your rights, or claims are brought against you due to the conduct of a customer or third-party user of TeeLegend’s website or other associated social media forum, you agree to look solely to the customer or third-party user for damages or indemnity arising from or related to such uses or claims. You agree that TeeLegend has no obligation to monitor the use of or content of any products, artwork, or other items made available or otherwise displayed on TeeLegend’s website or other associated social media forum, and TeeLegend will have no liability to you for TeeLegend’s failure to do so.
9. LIABILITY LIMITATION
9.1 You agree that, in the event of any dispute regarding your designs, artwork or other materials you provide to us, any TeeLegend liability shall be limited to unpaid commissions, if any, owed to you pursuant to the terms of this agreement. You agree that you will not be entitled to terminate or rescind this agreement, or to seek equitable or injunctive relief, or to enjoin, restrain or otherwise interfere with the exercise of the licenses granted in this agreement. You hereby waive any rights or claims to attorneys’ and legal fees, or to indirect, special, punitive, incidental or consequential damages, whether foreseeable or not and whether based on negligence or otherwise.
9.2 You acknowledge that TeeLegend shall not be responsible if an order of a product using or bearing your Design cannot be implemented or if a commission cannot be paid due to acts of God, acts of war, strikes, governmental action, natural disasters, weather, acts of terrorism, discovery of a virus, computer problem, unauthorized intervention, human error or other error corrupting the administration or security of customers’ orders, or infringement or alleged infringement by your Design of the intellectual property rights of another. You acknowledge that TeeLegend makes no representation or guarantee, expressed or implied, in fact or in law, with respect to any order or commission and specifically disclaim all such warranties, including, without limitation, any warranty of merchantability or fitness for a particular purpose. You agree that any and all disputes, claims, and causes of action arising out of or in connection with your Design shall be resolved individually, without resorting to any form of class action.
10. TEELEGEND’S TRADEMARKS AND COPYRIGHT
10.1 You agree that the TeeLegend® trademark and related marks used on the TeeLegend website and in TeeLegend’s products are trademarks of TeeLegend Unipessoal Lda. and are solely owned by TeeLegend. Except for designs and artwork provided by you, as between you and TeeLegend, all media, artwork, software, text, images, graphics, user interfaces, music, videos, photographs, trademarks, logos, artwork and other content on the TeeLegend site, including but not limited to the design, selection, arrangement, and coordination of such Content on the site is owned or licensed by TeeLegend, and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights laws.
10.2 You may use the TeeLegend® mark to advertise sales of products using or bearing your Design as part of a “Today’s Tee” promotion or other limited-time promotion on teelegend.com, provided that such use complies with TeeLegend’s logo usage guidelines and further provided that such use must immediately cease upon TeeLegend’s written request.
10.3 Except as expressly provided in this Agreement, no part of the site and no Content may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial or other purpose, without TeeLegend’s prior express written consent. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets, trade dress, rights of publicity or trademarks with respect to any of the Content, and TeeLegend reserves all rights not expressly granted in this Agreement.
11. GENERAL TERMS AND GOVERNING LAW
11.1 This Agreement is the entire agreement between you and TeeLegend related to the licensing of your Design to us. This Agreement, along with any documents incorporated herein, encompasses the entire agreement of the parties, and supersedes all previously understandings and agreements between the parties, whether written or oral.
11.2 The legal relationship established under this Agreement shall be construed in accordance with and governed by the Portuguese law. To matters not governed by this Agreement, provisions of the law, in particular the provisions of the Portuguese Civil Code, shall apply. You agree that, with respect to this Agreement, the decisions of TeeLegend which shall be final in all respects. You further agree that you are bound by TeeLegend’s privacy policy and other policies and requirements regarding the uploading and/or posting of the Design on the TeeLegend website. This Agreement may only be amended in a writing signed by each party. No delay or failure to take action under this Agreement shall constitute any waiver by TeeLegend of any provision of this Agreement.
11.3 The parties of this agreement will encourage the prompt and equitable settlement of disputes between the parties arising from or relating to this Agreement or your Design. The parties agree to negotiate their differences directly and in good faith for a period of no less than thirty (30) days after receiving written notification of the existence of a dispute. In the event the dispute is not resolved within thirty (30) days after written notification of the existence of the dispute, the parties agree that, upon the written request of either party, the parties will submit their dispute to a mutually agreed-upon licensed attorney or judge that is an experienced mediator to work with them to resolve their differences utilizing confidential, non-binding mediation. The parties shall, at all times and without delay, continue to perform their respective obligations under this Agreement not affected by the dispute.
11.4 If a party engages the services of an attorney or other third party or in any way initiates legal action to enforce its rights or remedies under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover all reasonable costs and expenses, including reasonable attorney’s fees.
11.5 By clicking “I AGREE WITH THE TERMS & CONDITIONS,” you acknowledge that you have read and accept this Agreement in its entirety. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement.
