Partner Store Terms and Conditions
1. We agree that this is, uh, an agreement
This is the agreement between you as either an individual artist, or as the legally authorized representative of Your Brand, and Wuzzy Wheels Inc, dba blipshift ("blipshift"). By either electronically sending blipshift an existing design of yours, your Your Brand ("Your Design") or signing this document as a representative of Your Brand, you are affirming that you understand and agree to the following terms and conditions, which serve as a contract between you and blipshift.
2. We agree to keep agreeing
The term of this agreement starts on the date that submitted artwork ("Your Design") is initially uploaded to any blipshift website(s) or sent to blipshift via email, or this document is executed by You as a representative of Your Brand, and continues until either You or blipshift terminates this Agreement in writing. Subject to the limitations in Section 7 below, either party may revoke your license in writing at any time, subject to a 14 day termination period, during which time blipshift may continue to sell the design and/or fulfill existing customer order obligations.
3. Your work is your own
You MAY NOT submit a design that contains ideas or material that you do not have the legal right to use, including copyrighted images and other people's designs. You agree to bear full liability should you submit a design that is not fully yours and it gets printed, including financial responsibility for any costs incurred protecting blipshift as a result of your actions. These may include printing fees, blipshift’s legal fees, advertising costs, etc. Blipshift does not claim any ownership rights in the content you submit as your own. All rights and title to Your Design not expressly granted to blipshift hereunder are reserved by you and/or Your Brand.
4. Your Design is fresh
Once Your Design has been approved for sale by blipshift you may not use nor allow third parties to use Your Design for sale on apparel or garments, or posters, or stickers, until such time as you or blipshift terminates this Agreement.
5. We will look at Your Design
After submitting Your Design, it will be reviewed for freshness and awesomeness. Blipshift reserves the right to reject any submission that it deems in its sole discretion to be offensive or inappropriate.
6. If Your Design is awesome we will sell it for you
Your fresh and awesome design will be eligible for printing once approved by blipshift. If blipshift selects your design for sale on garments on the blipshift website, you will be notified via the e-mail you provided during submission. Approved design(s) will be made available via a Partner Page within the blipshift website. By choosing Your Design, blipshift makes no guarantee of any volume of sales. Blipshift reserves the right to reverse the decision to use Your Design for any or no reason at all.
7. You want us to use it
Once Your Design is uploaded, you grant blipshift world-wide rights to use the design for commercial purposes, including 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 blipshift websites) in perpetuity.
8. We'll pay you cash money
In the event that Your Design is chosen and featured on a partner page of the blipshift website, Your Design will be for sale on garments and potentially other items on an ongoing basis through a Partner Page for Your Brand. However, blipshift reserves the right to remove your design, without your prior consent or knowledge, if blipshift is notified that your design infringes on a third party’s copyright. By submitting your design idea, you understand that blipshift will only print the number of garments or items sold. For each garment or other apparel item or poster sold bearing your design idea, blipshift will pay you Your Profit Share, which shall be calculated by subtracting the blipshift Base Price then in effect for an item from the actual customer Sales Price for that item. For example, if you opt to set the Sales Price to $20, and the blipshift Base Price for that items is $14, Your Profit Share will be $6 for each copy of that item that is sold.
Blipshift will provided you on a monthly basis an accounting of units sold. Payments for the total of Your Profit Share shall be made to your designated Payee account on a monthly basis by either your choice of mailed check or electronically, via PayPal. PayPal transaction fees, if any, shall be the responsibility of the Payee. You are solely and fully responsible for payment of any income taxes applicable to the amounts you earn through blipshift. Prior to receiving your payout, you may be required to provide additional information to blipshift (such as W8 or W9 forms, etc) as needed by blipshift to comply with its reporting obligations.
9. If we have to change it
We may have to make changes to the design to be able to print it onto a t-shirt. If we do, we have the rights to modify, adapt, change or otherwise alter Your Design as blipshift may deem necessary for production (e.g., change the colors to used, change the format of the art to vector, rescale to optimize for printable boundaries) but will make good faith efforts to preserve the integrity of the submitted design.
10. You are legit
You represent and warrant that:
- You have the full right and power to enter into and perform this Agreement and to grant blipshift all rights to use Your Design as contemplated in this Agreement.
- You have obtained all necessary third-party consents, rights, licenses and permissions, if any, required to enter into and perform this Agreement and to grant blipshift the rights to use Your Design set out in this Agreement (including, without limitation, consents and permissions from owners of any elements that are used in Your Design).
- Your Design (and blipshift's use of it under this Agreement) does 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.
- All information that you have provided or will provide to blipshift is true and complete.
- Your Design does not and will not violate any law, statute, ordinance or regulation.
- If you or any member of your group is a minor, your hereby warrants that you have 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.
11. If you need a design
If you do not have a design (Your Design) you may request that blipshift help develop a design for Your Brand. Blipshift in its sole discretion may opt to collaboratively develop a design representing Your Brand based on input from You and Your Brand, utilizing internal and/or external resources at a cost, if any, to be borne by blipshift. Any "BS Provided Design" that results from this collaborative process shall become the exclusive intellectual property of blipshift. If as a result of the collaboration the BS Provided Design incorporates any if Your Brand's or Your Intellectual Property ("Your IP") including trademarks or copyrights, you hereby grant blipshift world-wide rights to use Your IP in the design for commercial purposes, including 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 blipshift websites) in perpetuity.
Subject to the terms above in Section 8, you will be granted a license by blipshift to use the BS Provided Design for the purposes of marketing the BS Provided Design. Subject to all aforementioned limitations in this agreement if blipshift offers this design for sale, the unit Base Price shall be subject to an additional $2 per unit Design Fee which shall exist as long as the design is sold through blipshift. For example, if you opt to set the Sales Price to $20, and the blipshift Base Price for that items is $14, the Design Fee would be $2, so Your Profit Share will be $4 for each copy of that item that is sold.
Should you no longer wish to sell this design through blipshift, blipshift may thereafter in its sole discretion offer the BS Provided Design for sale as-is or in modified form, for its sole benefit. You acknowledge that you may not sell or give away this design in any other form via any other methods, channels or providers. Should you wish to purchase non-exclusive rights to use the design for marketing and promotional purposes, you may do so for a one-time fee of $500. Exclusive rights are available for purchase for a one-time fee of $1,000.
12. We're not perfect
You acknowledge and agree that the operation of the blipshift website(s) may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and blipshift will not be responsible to you or others for any interruptions, errors or problems or even for an outright discontinuance of the blipshift service. There are no assurances whatsoever that Your Design or element of Your Design will actually be used on the blipshift website or if used will continue to be available for any particular time. Blipshift has the right, in blipshift's sole and absolute discretion, to remove from the blipshift website(s) at any time Your Design or any part of them. The blipshift website may be discontinued at any time, with or without reason and all Your Designs sent to blipshift or any blipshift representative may be removed and unavailable for recovery by any means. You and only you are responsible for maintaining at your expense and in facilities owned or controlled only by you any and all original or so-called back-up copies of all or any part of Your Design.
13. You won't sue us
You agree to defend, indemnify, reimburse and hold blipshift and its parent, subsidiary and affiliated entities, and its 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:
- Your use of the blipshift website(s);
- any breach or alleged breach of your representations and warranties and/or any breach, alleged breach or violation of the notices, terms and conditions of this Agreement;
- Your 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 Your Design to blipshift as provided in this Agreement.
14. If someone else rips you off, sue them, not us
BLIPSHIFT DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY USE OF THE ARTIST DESIGNS MADE AVAILABLE ON THE BLIPSHIFT 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 BLIPSHIFT. THIS MEANS, AMONG OTHER THINGS, THAT IF ANOTHER PERSON OBTAINS ARTIST DESIGNS FROM BLIPSHIFT (WHETHER OR NOT WITH BLIPSHIFT'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 BLIPSHIFT, AND THAT ARTIST WILL NOT HOLD BLIPSHIFT RESPONSIBLE OR LIABLE FOR SUCH UNAUTHORIZED USE.
15. You can't use our stuff
Blipshift, the blipshift logos and mascots, and the layout and design of the blipshift website(s), among other marks that may appear on the blipshift website(s) are trademarks of blipshift. (the "Blipshift Marks"). Other trademarks and service marks on the blipshift web(s) may be the property of the advertisers, content partners and/or providers, or other third parties. Artist may not use any of the Blipshift Marks without blipshift's prior written permission, and Artist may not use any third-party marks without the third party's prior written permission.
16. We agree that this is the agreement we agreed to
This Agreement sets forth the entire understanding and agreement of Artist and blipshift as to the subject matter hereof and supersedes all prior proposals, discussions or agreements (oral and written) with respect to such subject matter.
17. We're fickle
Blipshift reserves the right to amend the terms of this Agreement from time to time in its sole discretion. Blipshift 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 Your Design 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 Your Design. 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.