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1. Object and Realization of Usage Agreement
1.1 These general terms and conditions of T-Shirt Luver, Inc. (“T-Shirt Luver”) regulate the transfer and usage of designs and/or design products, which the owner of the usage rights to the design (“Design Owner”) makes available to the design network of T-Shirt Luver.
The term “design” as defined by these general terms and conditions comprises all visually presentable motifs for which the Design Owner has the required copyrights for usage.
In the design network of T-Shirt Luver the Design Owner may combine his design with a product of T-Shirt Luver in a certain coloring and form and define the product as a non-modifiable “design product”.
1.2 An agreement between T-Shirt Luver and the Design Owner concerning the use of a design and/or design product is reached as follows: As part of the online registration on the website www.seasonalshirts.com, the Design Owner submits each design and/or design product for inclusion in the design network according to these general terms and conditions. The agreement takes effect once T-Shirt Luver has declared its acceptance to the Design Owner via e-mail.
2.1 In each case, the Design Owner grants T-Shirt Luver the right to use, particularly to publish and reproduce the accepted design / design product and/or to print products of T-Shirt Luver with the design of the Design Owner and to publish, reproduce, offer and distribute such printed products (hereafter referred to as “contractual products”). This includes the right to combine the design on the products with other designs and drafts.
2.2 The granting of usage rights to T-Shirt Luver according to 2.1 takes place “non exclusively” and for an unlimited period of time up to the canceling of the usage agreement by one of the two contracting parties according to point 8.
2.3 With the granting of usage right according to 2.1, T-Shirt Luver also obtains the right, as the case may be, to issue sublicenses. T-Shirt Luver is thus entitled to use the respective design/design product of the Design Owner on the platform of T-Shirt Luver, www.tshirtluver.com, or, as the case may be, to allow its other contracting parties and customers to use the design / design product according to these general terms and conditions.
3. Provisions for the Exercise of the License
3.1 According to these general terms and conditions, the Design Owner acquires no right to a publication of his uploaded design in the design network and/or in a shop of a partner of T-Shirt Luver. At any time, T-Shirt Luver is entitled, at its sole discretion, to stop and/or inhibit the publication of a design. This applies particularly if there are doubts concerning the authorization of the Design Owner for the licensing of the design / design product, including but not limited to, trademark, copyright, or other rights of third parties that are infringed upon or could be infringed upon, as the case may be. The same applies if the publication and/or usage of the design / design product violates other statutory regulations.
3.2. If the Design Owner makes use of the possibility to license a design product so that it may be used by T-Shirt Luver, then he has the opportunity to upload it on the marketspace without publication of the design. In this case, the respective design product can only be used by T-Shirt Luver, its contracting parties and/or customers in the product form which was specified by the Design Owner. The introduction of such a design product implies, similar to designs, that the Design Owner provides the required rights which are necessary for granting a usage right based on these general terms and conditions (for legal ownership see 5.1).
4. Royalties (Commissions) / Payment Procedures
4.1 In its capacity as licensee T-Shirt Luver commits to the payment of a continuous royalty for the use of a design/ designed product. The level of commission being that as defined by the Design Owner. Calculation of the commission is carried out based on the value of sales of the contractual products. The respective commission includes any statutory taxes or fees.
4.2 Sales are determined by the net selling price which is invoiced by T-Shirt Luver to its customers after deducting separately stated discounts and the costs incurred for packaging, freight, and insurance, as well as other statutory taxes but before deduction of any cash discount. Legitimately returned goods or goods for which no payment is received will be deducted from sales.
4.3 At any time, T-Shirt Luver is entitled to redefine the basic price for the contractual products at its sole discretion.
4.4 Settlement and payment of royalties (commissions) to the Design Owner will be made quarterly after the end of a calendar quarter. Right to payment only arises at a minimum commission amount per quarter of $25 USD. If a Design Owner has, in each case, acquired commission claims within an accounting period at a lower amount, then these will only be paid after cancellation of the relevant contracts with the Design Owner, and this within six months of the cancellation coming into effect. This does not apply if the Design Owner agrees to a new contract with T-Shirt Luver on design use and/or as shop partner within these six months following the cancellation coming into effect. In such cases a new accounting period according to first sentence in this paragraph starts with the newly concluded contract.
4.5 The Design Owner is responsible for providing T-Shirt Luver with their current valid payment details. The Design Owner will be held responsible for the provision of wrong information. The Design Owner is also responsible for providing his sales tax identification number to T-Shirt Luver, if payment of royalties is made including the statutory sales tax. If the Design Owner does not provide any tax number to T-Shirt Luver while registering, payment of royalties is made without sales tax.
4.6 The Design Owner´s entitlement to receive payment of a royalty (commission) also arises if a customer of T-Shirt Luver chooses several designs from different contracting parties for one product. In this case each Design Owner of T-Shirt Luver receives the royalty (commission) he is entitled to for the use of his design.
5. Trademark Rights of Third Parties
5.1 The Design Owner guarantees that the design – which they provided for use to T-Shirt Luver according to these general terms and conditions – was created by them and/or that they are the owner of all usage rights to the design, particularly rights concerning trademarks, copyright and design. The Design Owner assures that they have the usage rights they granted to T-Shirt Luver according to these general terms and conditions.
5.2 The Design Owner guarantees that they do not know of any rights of third parties which oppose or could oppose the use of a design and/or design products by T-Shirt Luver according to these general terms and conditions.
5.3 The Design Owner assures that the respective design/design product provided for use to T-Shirt Luver also is in accordance with other statutory regulations, especially legal regulations concerning protection of minors and does not violate any penal prohibitions.
5.4 If third parties assert claims due to infringement of their rights resulting from the use of a design of the Design Owner, T-Shirt Luver reserves the right to withhold royalties (commission) up to the final clarification of the legal dispute.
5.5 If the design, which was licensed by the contracting parties, is wrongfully used or obviously misappropriated, in opinion of T-Shirt Luver, then the parties will jointly decide on the steps to be taken regarding prosecution. In proceedings in which T-Shirt Luver is not entitled to any legal recourse, then the Design Owner shall be obligated to defend T-Shirt Luver against all claims made by third parties at their own expense.
6. Liability / Release from Liability
6.1 The Design Owner is liable towards T-Shirt Luver for all damages suffered by T-Shirt Luver for the use of the design which was licensed by the Design Owner according to these general terms and conditions, in particular the publication and reproduction, when this violates the rights of third parties and/or infringes on other legal regulations.
6.2 This liability of the Design Owner includes all costs incurred by T-Shirt Luver in the form of legal costs as well as costs and compensation payments which a court awarded against T-Shirt Luver resulting from the use of the design of the Design Owner, or in so far as T-Shirt Luver is included in any settlement. The Design Owner obligates itself to release T-Shirt Luver of all aforementioned costs and damage claims.
6.3 A liability of T-Shirt Luver towards the Design Owner, no matter what the legal grounds is defined as follows:
T-Shirt Luver is liable provided that the Design Owner proves claims which are based on malice, willful intent, gross negligence or the breach of contractual duty on the part of T-Shirt Luver, its executive employees or agents.
T-Shirt Luver’s liability in the case of negligent behavior, as proven in §6 above, is limited only to foreseeable, direct, consequential damage.
7. Data protection
T-Shirt Luver obligates itself to only use the personal data of the Design Owner which were given for registration and conclusion of the contract, for the purpose of the usage rights which were granted according to these general terms and conditions. T-Shirt Luver will observe applicable personal data protection laws.
8. Period of Liability / Cancellation
8.1 The usage agreement between T-Shirt Luver and the Design Owner has been agreed based on these general terms and conditions for an unlimited period of time.
8.2 This agreement ends at the end of a calendar month if one of the parties gives two weeks written cancellation notice. (cf. 9 (3)) Regardless of the aforementioned cancellation periods both parties always have the right to delete designs and/or design products in the design network of T-Shirt Luver. As far as the respective design / design product has been assumed by other shop partners of T-Shirt Luver by means of sublicenses (see 2.3), then the deletion of the respective design / design product in the respective online shops will take place within the aforementioned cancelation period.
8.3 The right of both parties to cancel this agreement for an important reason, if necessary also without notice, remains unaffected. An important reason exists in particular if one of the parties breaches the obligations which are incumbent on them according to these general terms and conditions, and this breach continues after being asked by the other party to stop within a reasonable period. Furthermore, another important reason is given if the Design Owner of T-Shirt Luver uploads a design, whose usage – according to the regulations of these general terms and conditions – violates rights of third parties, in particular personal rights and commercial trademark rights, as well as other legal regulations for the protection of third parties, e.g. laws for protection of minors.
8.4 In the case of a cancellation, T-Shirt Luver will delete the design / design product of the Design Owner from the design network within three working days. As far as the design / design product has been assumed by shop partners of T-Shirt Luver, deletion will be carried out within the cancellation period of 14 days (see 8.2). The orders including the design / design product which have been placed before the cancellation period with T-Shirt Luver will be fully executed.
9. Concluding Terms
9.1 Delivery and services of T-Shirt Luver are exclusively subject to the general terms and conditions of T-Shirt Luver. The Design Owner may not impose additional terms and conditions with his/her design / design product.
9.2 T-Shirt Luver will publish any changes of these general terms and conditions on its website www.SeasonalShirts.com. Design Owners are bound to any modifications as long as this agreement or parts of it are considered valid.
9.3 According to these general terms and conditions a written form is a declaration by facsimile, letter and e-mail. If such a declaration shall be addressed to T-Shirt Luver, then send it to firstname.lastname@example.org.
9.4 Both parties agree that all rights and duties of these general terms and conditions are subject to the law of the Yorba Linda, CAUSA.
9.5 If disputes arise from or in connection with these general terms and conditions, then jurisdiction will be Yorba Linda, CA USA.
9.6 If any one or several provisions of these general terms and conditions are declared invalid, this shall not affect the validity of the remaining provisions.