This Agreement contains the terms and conditions for submitting your design, including any artwork or other materials submitted, (hereinafter the “Design”) to DigMEE Holding Company Inc dba TeeFury (hereinafter "TeeFury"). Please read this Agreement carefully.
1. Limited License You Grant to TeeFury
1.1 - When you submit your Design to TeeFury, you grant TeeFury a nonexclusive, royalty free (except for the commissions set forth), perpetual, worldwide, transferable license authorizing TeeFury 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, TeeFury may, at its sole discretion, select your Design to print, have printed, sell, ship, have shipped, or distribute to customers t-shirts using or bearing your Design. In addition, under the terms of the foregoing license, TeeFury may, at its sole discretion, display the Design so selected on TeeFury’s website or other associated social media forum and print, have printed, sell, ship, have shipped, or distribute to customers t-shirts or other products using or bearing the Design so selected. The foregoing license also authorizes TeeFury to reproduce, distribute, and display your Design on TeeFury’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 TeeFury’s website or other associated social media forum may publicly comment on or criticize your Design. You acknowledge, however, that TeeFury is not obligated to utilize your Design under this license in any way. For avoidance of doubt, TeeFury may display and sell t-shirts bearing your Design on TeeFury’s website and also remove or disable access to such Design on TeeFury’s website at any time at TeeFury’s discretion, unless otherwise provided in this Agreement.
1.3 - If TeeFury elects to sell products using or bearing your Design on TeeFury’s website, you may request that TeeFury discontinue selling your Design by giving TeeFury 30 days’ written notice. You acknowledge that TeeFury 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 TeeFury 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. TeeFury will continue to pay you commissions on products shipped to customers, under the terms of this Agreement, after receipt of said notice.
1.4 - You agree that you will not sell or license any part of your Design to TeeFury in a way that would impair or restrict TeeFury from fully using the license you have granted to us.
2. You Keep the Copyrights
2.1 - TeeFury 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. Commission TeeFury Will Pay You
3.1 - TeeFury will you a commission for each product using or bearing your Design that is shipped following an order being placed on our website or any other affiliated website. The commission amount will be based upon multiple factors, such as order amount, type of product, etc. As an artist, you can view the commission amounts via the artist portal. TeeFury may make changes to the commission amount or structure from time to time. If TeeFury makes changes, they will be updated in the artist portal and TeeFury will do makes its best attempt to notify all artists, but that is not a guarantee you will be notified. This commission also 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. If there is ever any question about the commission amount, you may contact us.
4. Payment Terms
4.1 - Commissions on qualifying t-shirt shipments resulting from a TODAY’S TEE™ or other limited-time promotion, as defined in paragraph 4, will be paid to you within 30 days of the end of the TODAY’S TEE™ or other limited-time promotion. In the event, however, that Tee Fury offers for sale t-shirts using or bearing your Design in an AFTER HOURS™ promotion following the close of a TODAY’S TEE™ promotion, commissions on qualifying t-shirt shipments resulting from both the TODAY’S TEE™ promotion and the AFTER HOURS™ promotion, as defined in paragraph 4, will be paid to you within 30 days of the end of the AFTER HOURS™ promotion.
4.2 - Commissions on qualifying product shipments are paid monthly. At the end of each month, TeeFury will determine the number of qualifying product shipments as defined in paragraph 3. The commissions on such qualifying shipments will be paid to you within 30 days of the end of that month.
4.3 - TeeFury will pay you via PayPal, or another method that TeeFury selects. You agree that TeeFury 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 TeeFury in this Agreement and that you are not entitled to receive any other amounts that TeeFury may receive as payment from TeeFury’s customers. Also, you agree that TeeFury may use your Design on TeeFury’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 TeeFury 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. Information You Provide to Us
6. Artwork Representation and Warranty
6.1 - You represent and warrant that you are the sole author of the Design and that the Design is entirely your own original work and that your Design is distinct and different from other works.
6.2 - 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.
6.3 - You represent and warrant that the Design 1) is not prohibited by any applicable laws; 2) is not owned, in whole or in part, by any other person or entity; 3) 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; and 5) is not obscene, pornographic, offensive, or objectionable. You also represent and warrant that you have the right to grant to TeeFury 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.
6.4 - 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. You agree to explain the instance of parody, criticism, commentary, and/or satire in your Design via an Artist Interview.
6.5 - You agree to notify TeeFury 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 agree to submit to TeeFury all information of which you are currently aware suggesting that your Design defames, infringes, or otherwise violates the rights of another. You specifically agree to notify TeeFury when you submit your Design of any allegation of which you are aware that your Design infringes the intellectual property rights of another. If, after submitting your Design, you become aware of information suggesting that your design defames, infringes, or otherwise violates the rights of another, you agree to submit such information to TeeFury within one (1) business day. You specifically agree to notify TeeFury within one (1) business day of any allegation of which you become aware that your Design infringes the intellectual property rights of another. You also agree to notify TeeFury 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.
6.6 - TeeFury reserves the right, in its sole discretion, at any time to return or take down, remove, or disable access to your Design on TeeFury’s website in the event TeeFury 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.
7.1 - You agree to indemnify, defend and hold harmless TeeFury 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 TeeFury 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.
7.2 - You also agree to indemnify TeeFury 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.
7.3 - You also understand and agree that TeeFury cannot control the use that TeeFury’s customers make of TeeFury’s products, TeeFury’s website or other associated social media forum, or other items that may contain your Design. If a TeeFury customer or a third-party user of TeeFury’s website or other associated social media forum violates TeeFury’s rights or your rights, or claims are brought against you due to the conduct of a customer or third-party user of TeeFury’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 TeeFury has no obligation to monitor the use of or content of any products, artwork, or other items made available or otherwise displayed on TeeFury’s website or other associated social media forum, and TeeFury will have no liability to you for TeeFury’s failure to do so.
8. Liability Limitation
YOU AGREE THAT, IN THE EVENT OF ANY DISPUTE REGARDING YOUR DESIGNS, ARTWORK OR OTHER MATERIALS YOU PROVIDE TO US, ANY TEEFURY 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.
You acknowledge that TeeFury 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 TeeFury 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.
9. TeeFury’s Trademarks and Copyright
9.1 - You agree that the TEEFURY® trademark and related marks used on the TeeFury web site and in TeeFury’s products are trademarks of DigMEE Holding Company Inc and are solely owned by TeeFury. Except for designs and artwork provided by you, as between you and TeeFury, all media, artwork, software, text, images, graphics, user interfaces, music, videos, photographs, trademarks, logos, artwork and other content on the TeeFury site, including but not limited to the design, selection, arrangement, and coordination of such Content on the site is owned or licensed by TeeFury, and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights laws.
9.2 - You may use the TEEFURY® mark and/or the ® logo (the Teebird bird logo) to advertise sales of t-shirts using or bearing your Design as part of a promotion or other limited-time promotion on teefury.com, provided that such use complies with TeeFury’s logo usage guidelines, which are hereby expressly incorporated herein, and further provided that such use must immediately cease upon TeeFury’s written request.
9.3 - 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 TeeFury’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 TeeFury reserves all rights not expressly granted in this Agreement.
10.1 - You agree to notify TeeFury within one (1) business day if you sell, assign, or otherwise transfer the Design, in whole or in part, to another. The parties’ obligations to each other under this Agreement will continue in full force following such transfer.
10.2 - You agree that TeeFury may, at any time without notice to you, assign, sell, or otherwise transfer all of TeeFury’s rights under this Agreement to any person or entity that TeeFury chooses, including any person or entity that acquires TeeFury’s business or any portion of it. The parties’ obligations to each other under this Agreement will continue in full force following such transfer.
11. General Terms and Governing Law
11.1 - This Agreement is the entire agreement between you and TeeFury 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.
11.3 - 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 and is located in Orange County, California to work with them to resolve their differences utilizing confidential, non-binding mediation. This mediation shall be a compromise negotiation for purposes of Rule 408 of the Federal Rules of Evidence and Section 1152 of the California Evidence Code and shall be confidential consistent with California Evidence Code Sections 703.5 and 1115 through 1128 and Section 1775.10 of the California Code of Civil Procedure. If, after non-binding mediation occurs, the dispute is not resolved, the parties shall be free to exercise all other legal and equitable rights, including the right to a trial by jury. 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 - You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope of applicability of this Agreement, that the parties cannot resolve through negotiation or mediation, shall be determined by arbitration in Orange County, California before one mutually agreed upon arbitrator. The arbitrator must be a retired judge or a lawyer with at least 10 years of active practice in contract law. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
11.5 - 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.
11.6 - By clicking creating an artist account and submitting artwork, 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. If you do not have the legal authority to bind, or do not wish to be bound by these terms and conditions, please do not create an account and/or submit a Design.