CREATE/Bespoke Terms and Conditions
By submitting your design (the “Design”) to ZOX.la and in consideration of House of Kuipers, LLC d/b/a ZOX, its affiliates and parents (collectively “ZOX”), evaluating your Design for its possible use (including, but not limited to, sale to the public and/or participation in a ZOX Bespoke or Create Challenge or other contest), you agree to the following terms and conditions (the “Terms and Conditions”):
- The Design is your own original work and 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.
- The Design does not infringe any rights (including but not limited to copyright and trademark) of any third party.
- This is a legal, binding agreement. You represent and warrant that you have the full right, power and authority to enter into this agreement, agree to the Terms and Conditions, and that your agreement to them does not violate any other agreement you have entered into with a third party. If you have entered into an agreement with any third party concerning the Design you must advise ZOX immediately by emailing: bros@ZOX.la.
- You represent and warrant that you own and will maintain ownership to all rights in the Design such that you do not adversely affect the rights that you are granting ZOX by submitting your Design.
- By submitting the Design, you hereby grant ZOX a worldwide, irrevocable, exclusive, right and license to use, upload, modify, reproduce, copy, exhibit, create derivative works of, distribute, sell, advertise, and display the Design, in any manner now known or hereafter devised on wristbands, hoodie strings, pant drawstrings, bag handles, and shoes. This license may be sub-licensed by ZOX to others. You waive any “moral rights” you may have in the Design.
- You also grant ZOX a worldwide, irrevocable, non-exclusive, right and license to use, portray, display and publish your name, appearance, voice, likeness, photographic image, and biographical information, in any and all media now known or hereafter devised. This license may be sub-licensed by ZOX to others.
- ZOX understands that circumstances may change and recognizes that, on a rare occasion, you may need to request a revocation of one or both of the irrevocable licenses you granted to ZOX in paragraphs 5 and 6 above (the “License(s)”). On such a rare occasion you can make this request by emailing bros@ZOX.la. Your e-mail must have "Request for Revocation" in the subject line, include the title of the Design, and explain the basis for the request. You understand and agree that ZOX is not obligated to revoke a License and that, if ZOX does revoke a License, it may do so with certain conditions, for example, preserving its or its sub-licensees right to sell through any items bearing the Design, and advertise and promote the same, until all inventory is exhausted.
- ZOX also may terminate the Licenses by providing written notice to you, at the email address provided by you, of ZOX’s election to terminate a License. Upon such notice, the Licenses shall terminate; provided, however, ZOX and any sub-licensees and wholesale parties that sell the Design under ZOX’s authorization, may, at their discretion, sell through any items in their possession bearing the Design and advertise and promote the same, until such time as the inventory of such products is exhausted.
- If the Design is produced in consideration for your compliance with and acceptance of these terms and conditions, ZOX will pay you:
- $100 if Design is selected or $500 if 250 pre-orders of Design are made within 2 weeks, and
- Plus, ZOX will pay you an additional $500 Bonus if 500 pre-orders are made within 2 weeks.
Payments shall be made by ZOX to the paypal account you designate within 30 days of the close of pre-orders.
- The Design may be “funded” whereby prospective purchasers indicate a desire to purchase the Design and ZOX reserves authorized credit card charges, before deciding to print and sell the Design. If the Design is entered into the funding program, as determined solely by ZOX, it will have the opportunity to gain funding for seven (7) days, directly corresponding with the seven (7) day pre-order period for the Design, via ZOX.la. If, during this seven (7) day period, the Design reaches its funding threshold, as determined solely by ZOX, and is successfully “funded,” it may or may not be printed in ZOX’s sole discretion. Artist acknowledges and agrees that no payments are owed to Artist for such “funding” unless and until the Design is printed and sold.
- ZOX’s use of the Design and its payments to you are subject to your representation that you own the Design and that the Design does not infringe any third party’s legal rights.
- You alone will be responsible for the payment of any tax that arises as a result of receiving any payment from ZOX, its subsidiaries, related companies, partners, or licensors.
- You agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between You and ZOX, or as authorizing You to act as the agent of ZOX. You will remain an independent contractor in your relationship to the ZOX. ZOX shall not be responsible for withholding taxes with respect to the your compensation hereunder. You shall have no claim against ZOX hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between ZOX and a third party.
- Pursuant to applicable U.S. law, payments under these Terms and Conditions (or otherwise) will not be made to persons who reside in Cuba, Iran, Syria, North Korea, Sudan and Burma (Myanmar) or to select persons who are prohibited from receiving such payments.
- You agree to defend, indemnify and hold harmless ZOX, including ZOX’s sub-licensees (each an “Indemnified Party”) from and against any and all claims, damages, liabilities, costs, losses (including lost profits) and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or relating to an Indemnified Party’s use of the Design (including reproducing, distributing, adapting, and displaying the Design) and/or a breach or alleged breach of the Terms and Conditions.
- The Design must not disparage any person; it must not be indecent, obscene, hateful, tortious, untruthful, inaccurate, defamatory, slanderous or libelous; it must not promote bigotry, racism, hatred or harm against any group or individual or promote discrimination based on race, gender, religion, nationality, disability, sexual orientation or age.
- You acknowledge that ZOX may decline to select or print the Design, exclude the Design from consideration, or take down the Design from ZOX.la for any reason, at any time, and in its sole discretion and that the decisions of ZOX are final and binding.
- In addition to remedies afforded to ZOX herein, if at anytime ZOX determines that you have breached any of the terms and conditions of this agreement, you shall return all compensation you have received for Design to ZOX.
- No modification of this Agreement shall be binding unless confirmed in writing by ZOX.
By submitting your Design, you acknowledge that you have read and agree to these Terms and Conditions herein. Further, you agree to comply and accept all of the terms and conditions stated herein. Your agreement with ZOX is governed by the laws of the State of California without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located in Los Angeles County, CA, in connection with any dispute arising from this agreement.