We are happy to have you be a part of CrowdStitch! CrowdStitch, Inc. (“CrowdStitch”, “we”, or “our”) exists to connect a community of people through art and design, primarily on CrowdStitch’s website located at www.CrowdStitch.com (the “Site”) and other sales channels, promotional avenues and events (collectively, the “Services”). Artists design every item we produce, and, though we started with clothing, we may expand to new, exciting mediums, which may include products such as prints, hats, socks and bags. Every day we are amazed by the talent and passion portrayed in the art designs that the members of our artist community create and share with us! We want to encourage this innovation and invite all of you to submit your designs (each, a “Design”) to CrowdStitch so that you can share and you’re your designs on our CrowdStitch collection.
We respect and support the art and design community and their intellectual property rights, and so should you. By submitting your Design to CrowdStitch, you acknowledge you have read, and agree to be bound by, the terms and conditions below (the “Design Submission Terms and Conditions”). In addition to creating custom products for yourself, you can create a campaign to sell your designs, manufactured by us, to others. Depending upon the campaign’s performance during the campaign duration time, a minimum of 35 pieces of the design must be sold in order to proceed to production (“Mass Production”), among other factors, in the sole discretion of CrowdStitch. If you do not agree with these Design Submission Terms and Conditions, do not submit your Design to CrowdStitch.
- 1.Submission, Evaluation and Acceptance. You agree to submit each Design in a format reasonably requested and as outlined on the submission page by CrowdStitch. You will reasonably cooperate as requested by CrowdStitch with respect to any modifications or alterations to each Design as reasonably proposed by CrowdStitch. Any Designs not affirmatively accepted will be deemed rejected. Any design which is deemed vulgar, offensive, discriminatory, or otherwise not appropriate will be rejected. You acknowledge that CrowdStitch may decline to select any Design, exclude any Design from consideration, take down any Design from the Site for any reason, elect to use or not use any Accepted Designs, or cease production or Mass Production, at any time, and in its sole discretion and that the decisions of CrowdStitch are final and binding. Under no circumstances will CrowdStitch be required to treat any Design as confidential.
- 2.Copyright and Intellectual Property. You hereby represent and warrant that (a) each Design is your own original work and, except as provided by the following sentences in this Section 2, 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, (b) the Design does not infringe any rights (including but not limited to copyright) of any third party, (c) you represent that there are no outstanding disputed in connection with the property rights, intellectual property rights or other rights in the content, (d) you have the full right, power and authority to enter into these Design Submission Terms and Conditions and that your agreement to these Design Submission Terms and Conditions does not violate any agreement you have entered into with a third party. You shall not incorporate in any Design any information or materials to which third parties have rights, whether by patent, copyright, trade secret or otherwise (“Third Party Materials”) without obtaining CrowdStitch’s prior written consent. If such consent is granted and you incorporate Third Party Materials in the applicable Design, you agree to obtain written permission to include such Third Party Materials in the Design, without any additional expense to CrowdStitch. This written permission must be consistent with all the rights granted to CrowdStitch under this these Design Submission Terms and Conditions. You will provide CrowdStitch with a copy of the written permission upon completion of the Designs.
- 3.Intellectual Property Rights.
a. You hereby grant CrowdStitch a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicenseable (through multiple tiers) right and license to (a) upload, adapt, publish, modify, reproduce, copy, exhibit, publicly display, create derivative works of, distribute, sell, advertise, exploit and otherwise use the Design (in whole or in part), and the right to incorporate all or any portion of the Design in other works or products (“Products”) in any form, manner, medium or technology now known or hereafter devised, and (b) use the Design (in whole or in part) to make, have made, use, sell, have sold, offer for sale, have offered for sale, import and market, advertise and promote any Products, including without limitation in connection with CrowdStitch’s evaluation and production of the Design. You hereby waive any “moral rights” you now or may in the future have in each Design.
b. You hereby assign to CrowdStitch all rights, title and interest in and to each Accepted Design and all intellectual property rights (including without limitation, patent rights, copyrights, trade secret rights and all other intellectual property or proprietary rights) relating thereto. You hereby waive any “moral rights” you now or may in the future have in each Accepted Design. You hereby provide (and agree to confirm) any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. You hereby irrevocably designate and appoint CrowdStitch as its agents and attorneys-in-fact, coupled with an interest, to act for and on your behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by you. For clarity, with respect to each Accepted Design, this Section 3(b) shall control, and Section 3(a) shall be of no further force or effect with respect to such Accepted Design.
a. Once a campaign is finished and the minimum quantity for production is met, CrowdStitch agrees to pay you a certain percentage as deemed acceptable by CrowdStitch per Product sold from by or on behalf of CrowdStitch to an end customer (excluding salesman samples).
b. All Fees payable hereunder will be paid within ninety (90) days after the end of each month in which the campaign has ended, in which payment for the applicable Product is actually received by CrowdStitch (and not returned by a customer), in U.S. Dollars and by PayPal, check or other mutually agreed upon payment method. For clarity, the Fees attributable to any customer returns in a particular campaign, will be deducted from the Fees otherwise payable hereunder in such month. If CrowdStitch elects not to manufacture and/or fails to sell to end customers any Products, then no Fees will be paid. CrowdStitch makes no guarantees regarding publicity, minimum fees or other benefits that may be obtained or earned by you. For purposes of these Design Submission Terms and Conditions, with respect to clothing, a “Product” means one piece of garment or one pair of socks or other type of footwear, as applicable.
5. Publicity. You hereby grant to CrowdStitch a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicenseable (through multiple tiers) right and license to use, portray, display and publish your name, appearance, voice, likeness, photographic image, and biographical information, in any manner, medium or technology now known or hereafter devised in connection with CrowdStitch’s promotion and/or use of the Design and products and services related thereto.
6. Indemnification. You release, and agree to defend, indemnify and hold harmless, CrowdStitch and its affiliates and their respective officers, employees, directors, agents and sublicenses (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 (a) an Indemnified Party’s use of the Design (including reproducing, distributing, adapting, and displaying the design) and (b) a breach or alleged breach of these Design Submission Terms and Conditions by you, (c) your use of the site, (d) your connection to the site, (e) your violation of any rights of a third party.
7. LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT CROWDSTITCH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CROWDSTITCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, THAT ARISE FROM OR RELATE TO THESE DESIGN SUBMISSION TERMS AND CONDITIONS, OR IN CONNECTION WITH THE SITE OR ANY PRODUCTS ORDERED THROUGH THE SITE. IN NO EVENT WILL CROWDSTITCH’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION RELATING TO OR ARISING FROM THESE DESIGN SUBMISSION TERMS AND CONDITIONS EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) AND (B) THE AMOUNTS PAID OR PAYABLE BY CROWDSTITCH TO YOU HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
8. Governing Law; Attorney’s Fees. These Design Submission Terms and Conditions and any dispute arising hereunder are governed by the laws of the State of Illinois without regard to its conflict of law provisions. You and CrowdStitch agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Chicago, Illinois. In any action or proceeding to enforce rights under these Design Submission Terms and Conditions, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees.
9. Relationship of Parties. CrowdStitch and you are independent contractors, and nothing in these Design Submission Terms and Conditions will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on CrowdStitch’s behalf.
10. Disclaimer of Warranties: You understand and agree that your use of the site is at your sole risk. This site and the information, products, services, and materials available through the site are provided on an “as is” and “as available” and “as produced” basis. To the fullest extent permissible pursuant to applicable law, CrowdStitch and its representatives expressly disclaim all warranties of any kind whether expressed or implied, including but not limited to any warranties of title, or implied warranties of merchantability, fitness for a particular purpose, and non-infringement. No advice or information, whether oral or written, obtained by you from CrowdStitch or through the site shall create any warranty not expressly stated in these terms.
CrowdStitch does not make any warranty that (a) the site, its content or any products ordered through the site, including fabrics, will meet your requirements, or (b) that the site or services will be uninterrupted, timely, secure, or error free, or (c) the quality of any products, services, information or other material purchased or obtained by you through the site will meet your expectations.
10. Miscellaneous. We reserve the right, at our sole discretion, to change or modify portions of these Design Submission Terms and Conditions at any time without prior notice and such revised terms and conditions will apply to any future Designs submitted to us after such revision. We will also notify you of any material changes to these Design Submission Terms and Conditions, either through a pop-up notice, e-mail or through other reasonable means. You may read a current, effective copy of these Design Submission Terms and Conditions at any time by visiting www.CrowdStitch.com/index.php/legal OR by emailing us at help@CrowdStitch.com for a copy of the terms Please review these Design Submission Terms and Conditions before submitting any Design. Any use of the Services (including without limitation submission of any Design) after the date these Design Submission Terms and Conditions were last updated shall constitute your acceptance of such revised Design Submission Terms and Conditions. If any change to these Design Submission Terms and Conditions is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services. These Design Submission Terms and Conditions and the services contemplated hereunder are personal to you, and you will not have the right or ability to assign, transfer or subcontract any rights or obligations hereunder without the written consent of CrowdStitch. Any attempt to do so will be void. CrowdStitch may fully assign and transfer these Design Submission Terms and Conditions in whole or part. In the event that any provision of these Design Submission Terms and Conditions will be determined to be illegal or unenforceable, that provision will be limited or eliminated so that these Design Submission Terms and Conditions will otherwise remain in full force and effect and enforceable. These Design Submission Terms and Conditions, including this provision, supersede any prior oral or written agreement between you and CrowdStitch with respect to the Design.
Last Updated: May 28, 2017.