ARTWORK SUBMISSION AGREEMENT AND ASSIGNMENT OF ARTIST RIGHTS
Thank you for your interest in having your artwork featured on products designed and produced by No Limits Armwrestling LLC (referred to as the “Site” or “we” or “us”). At No Limits Armwrestling LLC, our goal is to develop creative armwrestling concepts and designs to be featured on shirts, mugs and other merchandise, that build enthusiasm for the sport of arm wrestling. To that end, we encourage artists to submit work that will share our vision.
Upon your submission, we reserve the right indefinitely, in our sole discretion, to utilize or not utilize any artwork or artistic content of any and all kind that is contained in your submission (“Artwork”). Before we can accept your Artwork for submission for consideration, please acknowledge below that you have read and agree to this Artwork Submission Agreement and Assignment of Artist Rights (“Agreement”) by entering your name and the date where indicated below. This Agreement will govern any and all submissions of Artwork that you (“Artist”) submit to this Site. If we do not have your acknowledgement that you have read and agree to this Agreement, we will not consider your Artwork for use on our products.
By entering your name and e-mail address below, along with the date and “Artist Submission” in the message box, you are agreeing to the terms of this Agreement.
1. Grant and Consideration. By submitting your Artwork to the Site, you are agreeing to allow us to evaluate it for use in the production of our products. In the event that your Artwork is chosen for use in production, the following terms apply:
- You grant us a non-exclusive, irrevocable, perpetual, worldwide, royalty-free license to use, publish, reproduce, modify, adapt, license, sublicense, distribute, sell, and display the Artwork for any purpose and in any manner or medium, now existing or hereafter developed (the “Rights”). All Rights granted to us pursuant to this Agreement are irrevocable and vest immediately upon our written notification to you that your Artwork will be used in production. This grant survives termination of this Agreement unless we specifically agreed otherwise in writing.
- We reserve the right, in our sole discretion, to edit the Artwork, supplement or co-mingle the Artwork with our trade names, trademarks, and service marks and with content provided by us or by third parties, remove the Artwork from production use, and benefit commercially from use of the Artwork.
- In exchange for the transfer of the Rights and use in production, the Site shall provide to the Artist the following consideration:
- $3.00 per T-Shirt bearing the Works sold through the No Limits Armwrestling website.
- $2.00 per non-T-Shirt item bearing the Works sold through the No Limits Armwrestling website.
- Payments shall be made to the Creator within thirty days following the last day of the month in which the T-Shirt or item was sold. Payments may be made electronically United States Dollars. Any fees for electronic transfer shall be paid by the recipient.
- Each party is solely responsible for its, his or her own tax liability arising from this Agreement. That is, Creator is solely responsible for the payment of any taxes incurred from payments made pursuant to this Agreement.
- The Site shall have the right to collect and hold the retail price of the products bearing the Artwork that is received by customers of the Site, which price shall be determined at the sole discretion of the Site.
2. Artist Warranties. By submitting your Artwork, you hereby warrant, covenant, and represent to the Site that:
- You are 18 years of age or older; that you have the full right, power, and authority to enter into this Agreement; and that by entering into this Agreement you will not be in violation of any other agreement you have entered into with a third party.
- Your Artwork is your original artistic work, it has not been copied from any other work, and it does not contain any copies, reproductions, adaptions, or versions of a third party’s work.
- Your Artwork does not otherwise infringe or violate any person’s copyright, design right, trademark, or confidential information.
- You are the sole owner of all rights, title, and interest in the copyright of your Artwork, and that you have not granted any licenses to third parties to reproduce, show, or otherwise utilize or exploit your Artwork (unless such rights have now lapsed).
- Your Artwork, including the original version and any reproduction, is not and has not been reproduced, promoted, or sold for any commercial purposes and you are the sole owner and are in possession and control of the original of your Artwork.
- Your Artwork does not contain anything which is or would be (if your Artwork is selected for production on the Site’s products or published in any way by the Site) in breach of applicable laws or infringes any third-party rights (such as material which may be considered obscene, pornographic, indecent, seditious, offensive, defamatory, threatening, or liable to incite racial hatred or menacing).
- Your online submission of your Artwork does not contain any viruses, worms, malware, or other harmful or destructive material.
3. We expressly disclaim any and all liability in connection with Artwork submission. We reserve the right to remove any Artwork from consideration for use in our production process in our sole discretion, for any reason, and without prior notice. We also reserve the right to terminate any user’s access to the Site and the submission process at any time in our sole discretion, for any reason, and without prior notice.
4. Personal Income Tax. You agree that you are solely responsible for the payment of any tax liability, whether individual or organizational, arising as the result of receiving payment from us, our subsidiaries, or related companies, partners, or licensors.
5. Limitation on Payments. Pursuant to applicable U.S. law, payments under this Agreement 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.
6. Artist Indemnification. You agree to indemnify the Site and keep it indemnified on demand against any loss or liability arising to the Site or any of its directors, officers, employees, or members due to your breach of any of the Artist Warranties in Section 2 above and against any breach of your obligations under the terms of this Agreement.
7. Intellectual Property
- You acknowledge and agree that the words NO LIMITS ARMWRESTLING and NOLIMITSARMWRESTLING.COM and any other name, logo, and sign used on the Site, as well as the design and layout of all content of the Site are the trademarks, copyright, and other intellectual property rights of No Limits Armwrestling LLC and are owned solely by or licensed to No Limits Armwrestling LLC. You shall not acquire any title, right, or interest in any such intellectual property by reason of your submission of your Artwork to the Site or by reason of its selection for use in production of No Limits Armwrestling LLC products.
- You acknowledge and agree that any use of our intellectual property is subject to our prior written consent, with the exception that, if the Artwork is chosen for production, the Artist may link to any product page that features their Artwork for promotion of the sale of that product and other products on the Site.
- If you become aware of any unauthorized or misuse of your Artwork or any actual or suspected infringements of the copyright in your Artwork while your Artwork is under consideration or after it has been selected to be featured on the Site’s products, you shall notify us forthwith in writing giving such particulars of each use as are available. We shall, in our sole discretion, determine whether to take any legal or other action reasonably required in connection with enforcement of the rights assigned to the Site by you, the Artist.
8. The World Armwrestling League (WAL)
The World Armwrestling League currently owns the rights to Devon Larratt’s name and likeness. No image submissions may contain the names or direct photographic or illustrative representations of Devon Larratt, or other WAL contracted arm wrestlers .
9. Limitations on Liability
- In no event shall the Site be liable to you for any damages, including but not limited to lost profits or savings or anticipated profits or savings, loss of data, loss of opportunity, loss of reputation or goodwill or business, or any consequential, special, incidental, or indirect damages of any kind arising out of the submission by you of your Artwork, or the use of such Artwork by the Site.
- The Site’s maximum aggregate liability for any single event, or series of related events, giving rise to a claim in connection with the terms of this Agreement, whether in tort, breach of contract, misrepresentation, or negligence, shall be limited to a sum equal to the amount paid to you, or which would be payable to you if your Artwork is selected for use in production of our products under the terms of this Agreement.
10. Termination. We may terminate this Agreement at any time by giving you notice, via the e-mail address you provide, upon any breach by you of any of the warranties or obligations under this Agreement or any of the Terms and Conditions relating to use of the Site. Termination of this Agreement shall not affect any accrued rights or obligations of either party but shall release the Site and the Artist from any further obligations hereunder, including the obligation of the Site to promote or reproduce the submitted Artwork. We reserve the right to sell through any produced items bearing the Artwork that were available for purchase at the time of termination.
11. Revocation by Artist. Any request by the Artist to revoke the grant of Rights under Section 3 above must be made in writing by e-mail. The e-mail must include “Request for Revocation” in the subject line, the title of the Artwork, and an explanation for the basis of the request. We are not obligated to grant the revocation request, and if we do grant the request, we may do so with certain conditions.
12. General Terms
- This Agreement shall be construed under and governed by the laws of Texas.
- Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture between the Artist and the Site. Except as expressly provided herein, the terms of this Agreement shall not be construed as giving rise to the relationship of principal and agent or to any authority by you to represent or act on our behalf.
- This Agreement constitutes the entire agreement between you and the Site in relation to the submission and use of your Artwork. This Agreement supersedes all prior or contemporaneous understandings, negotiations, or discussions, whether written or oral.
- The terms of this Agreement shall be binding upon the parties and their heirs, personal and legal representatives, successors, and assigns. We may assign, license, or transfer any or all of the Rights you have granted to us to any other person or entity.
- All notices under this Agreement may be sent to the parties via electronic mail or postal delivery to the addresses set forth below and shall be deemed to be given at the time sent by the sending party, provide however, that the sending party retains a confirmation of any notice sent.
- Each party shall bear its own expenses in connection with this Agreement.
- If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions. Such remaining provisions shall be fully severable, and this Agreement shall be construed and enforced as if such invalid provisions never had been inserted in the Agreement.
- There are no third-party beneficiaries to this Agreement. A person who is not a party to this Agreement shall have no right to enforce the provisions of this Agreement.
- No omission or delay in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or of any other right, power, or privilege. The rights and remedies herein provided are cumulative with and not exclusive of any right or remedies provided by law.
- We may, in our sole discretion, change the terms of this Agreement at any time and such changes shall be effective immediately and incorporate into this Agreement. It is the Artist’s responsibility to review any changes to the Agreement. No modification of this Agreement shall be binding unless confirmed in writing by the Site.