Designer Agreement
PLEASE CAREFULLY REVIEW THE TERMS OF USE FOR THIS WEBSITE. Your set up of a Designer Account with Inspirare and/or upload of apparel design projects (“Apparel Designs”) to inspirare.com (the “Website”) constitutes your agreement to the terms and conditions set forth herein (the “Terms”), as amended as of the time OF YOUR USE. We may periodically amend the Terms and your continued use of the Website signifies your agreement to the Terms as amended.
INFORMATION ABOUT INSPIRARE. Inspirare Co. (“Inspirare”, “we” or “us”) is a duly authorized California corporation located at 350 Townsend St, Suite 210, San Francisco, California 94107, USA.
EXCLUSIVE TERMS. These Terms are the exclusive terms and conditions by which Inspirare accepts, selects or dismisses, and may market Apparel Designs submitted by you (“Designer” or “you”) to this Website. Inspirare expressly rejects all other conditions imposed by you, in whatever form, unless expressly approved in writing and signed by Inspirare’s President.
1. SUBMISSION AND USE OF APPAREL DESIGNS
Designs uploaded by Designer to be considered for exhibition on our Website are subject to these Terms. This process shall develop according to the following steps:
A. UPLOAD OF APPAREL DESIGN. Designs shall be uploaded in the file format that is clear and is the best presentation of the design.
B. APPROVAL FOR EXHIBITION ON WEBSITE. As soon as reasonably possible, but no later than 14 days after an Apparel Design is uploaded, Inspirare will notify Designer by email whether or not the Apparel Design was approved for exhibition on the Website. If you have not received an approval notification within 14 days of uploading an Apparel Design, you may consider your Apparel Design not approved.
C. VIEW AND VOTE BY WEBSITE VISITORS. Inspirare may solicit the opinion of visitors to the Website through voting and other means as a means to evaluate and market the Apparel Design. Designers agree to receive visitors rating and feedback.
2. INTELLECTUAL PROPERTY RIGHTS
A. WARRANTY OF ORIGINALITY. Designer warrants that Designer’s Apparel Designs are original, product of Designer’s own creative efforts, not copied from work of third parties and not otherwise infringing of copyrights, trademark, trade dress, patents or any other intellectual property rights owned by third parties.
B. INDEMNIFICATION AND RELEASE. Designer shall indemnify and hold Inspirare harmless against any and all liability imposed or claimed, including attorney fees and other legal expenses, arising out of actions brought by third parties based on authorship and/or infringement of intellectual property rights pertaining to Apparel Designs submitted by Designer under these Terms.
C. DISPUTES BETWEEN DESIGNERS. In case two or more Designers claim to have submitted substantially similar Apparel Designs to Inspirare or in case two or more Designers claim ownership of intellectual property rights to the same Apparel Design, Inspirare may decide, in its exclusive discretion, which Apparel Design(s) to select and which Designer it will attribute the work to.
D. WITHDRAW OF APPAREL DESIGNS. Inspirare may, in its exclusive discretion, withdraw from this Website or from the market Apparel Designs which originality is challenged, regardless of the merits of the challenge or the outcome of any ensuing dispute.
3. RIGHTS OF INSPIRARE AND RIGHTS OF DESIGNER WITH RESPECT TO APPAREL DESIGNS
A. RIGHT TO USE AND MARKET. Inspirare will have the rights to use the design images or text in its marketing and promotion activities with the goal of promoting the emerging designers, and Inspirare’s services.
B. RIGHT TO ASSOCIATE NAME AND TRADEMARK WITH APPAREL DESIGNS. Inspirare has the right to associate its name and trademark with all Apparel Designs submitted under these Terms, including by featuring Inspirare’s name with the designs or garments for exhibit or for sale. Designers’ name or trademark will be associated with their respective Apparel Designs, sometimes in conjunction with Inspirare’s (e.g. Designer X for Inspirare or Presented by Inspirare).
C. OWNERSHIP OF APPAREL DESIGNS. Designers always have the full ownership of the submitted Apparel Designs or listed products. Designers grants Inspirare’s right to use these submitted materials for business and marketing activities.
4. MARKET PLACE
A. Designers agree to follow the shipping and customer service policies that they posted on their market place store and product description, and agree to the basic service level agreement outlined in the detailed Market Place rules set by Inspirare, or the products or store are subject to removal.
B. Designers agree to exercise the best effort to provide excellent customer service and resolve any customers issues.
C. For all sales generated in Market Place, 90% of the net sales amount is distributed to Designers, and 10% of the net sales amount is distributed to Inspirare for its upkeeping of the site and marketing & advertising on behalf of the designer group.
5. PUBLISHING
Designers agree to publish articles on Inspirare Blog system according to the Inspirare Publishing Rules and Guidance. Inspirare site is dedicated to marketing and promoting designers. The published contents, including but not limited to text, image and video, are not subject to conditions imposed by Designers, in whatever form, unless expressly approved in writing and signed by Inspirare’s President.
6. CONTENT OF SUBMISSIONS
You agree you are and shall remain solely responsible for the contents of any submissions you make, and you will not submit material that is unlawful, defamatory, abusive or obscene. You agree that you will not submit anything to this Website which will violate any right of any third party, including copyright, patents, trademark, trade dress, privacy or other personal or proprietary right(s), as set forth in Section 2 above.
7. DISPUTE RESOLUTION
A. VENUE AND JURISDICTION. These Terms shall be governed and construed in accordance with the laws of the State of California. The exclusive jurisdiction for injunctive relief and all disputes between Inspirare and Designer is either in the San Francisco County Superior Court, State of California or the United States Federal Court for the Northern District of California. Designer irrevocably consents to the jurisdiction of the aforesaid courts. Designer will not file or initiate a legal claim against Inspirare other than in state or federal court located in San Francisco County, California. Designer will reimburse Inspirare for our legal fees and expenses necessarily incurred by us upon your violation of this Section by filing a legal action in a jurisdiction not specified in this Section.
B. PERSONAL LIABILITY. If Designer is a non-publicly traded corporation or LLC or other limited liability entity, the individual shareholders, members and/or owners of Designer agree to be jointly and severally liable with Designer for Designer’s obligations to Inspirare.
C. Inspirare’s liability to Designer, if any, shall not exceed unpaid commissions actually earned under these Terms and, in no event, shall Inspirare be responsible for incidental, consequential or special damages.
8. ENTIRE AGREEMENT
These Terms contain the complete agreement between Inspirare and Designer. You acknowledge that there are no representations or warranties by Inspirare, with respect to these Terms other than those contained in writing signed by the President of Inspirare.
This Agreement was last modified on Jan 23, 2013, Version 2.0. All text is copyright of Inspirare Co. and cannot be copied elsewhere.