Shebley Group (Q by Qs) Artist/DESIGN submission TERMS AND CONDITIONS
Welcome to Q by Qs! At its core, Shebley Group LLC (Q by Qs). (“QbyQS”, “we”, or “our”) exists to connect people through Fashion, primarily on QbyQs’s website located at www.Shopqbyqs.com (the “Site”) and other sales channels, promotional avenues and events (collectively, the “Services”). Artists design every item we produce under collection “The Artist Workshop”, and, though we started with shoes, we are now expanding to new, exciting mediums, which may include products such as bags & accessories. Every day we are astonished by the amazing designs that the members of our artist community create and share with us! We want to encourage this innovation and invite all of you to submit your designs (each, a “Design”) to QbyQs so that we can consider adding your Design to the QbyQs & The Artist Workshop collection.
By submitting your Design to QbyQs, you acknowledge you have read, and agree to be bound by, the terms and conditions below (the “Design Submission Terms and Conditions”). Our design evaluation and acceptance process typically involve multiple steps that help us determine whether the Design will be selected for Mass Production (as defined below). For example, we may run consumer, retailer and wholesaler tests and limited production runs (“Tests”). Depending upon the Design’s performance during the Tests, among other factors, QbyQs may choose to proceed to mass production of Products, meaning, with respect to footwear, the production of at least 240 pairs (“Mass Production”) in its sole discretion.
If you do not agree with these Design Submission Terms and Conditions, do not submit your Design to QbyQs.
- Submission, Evaluation and Acceptance.You agree to submit each Design in a format reasonably requested by QbyQs. You will reasonably cooperate as requested by QbyQs with respect to any modifications or alterations to each Design as reasonably proposed by QbyQs. QbyQs may evaluate any Design, including by running Tests, in its reasonable discretion. Any Designs not affirmatively accepted will be deemed rejected. A Design will be deemed accepted if QbyQs elects to use the Design for Mass Production (“Accepted Design”). You acknowledge that QbyQs may decline to select any Design, exclude any Design from consideration, take down any Design from the Site for any reason, elect to use or not use any Accepted Designs, or cease Testing or Mass Production, at any time, and in its sole discretion and that the decisions of QbyQs are final and binding. Under no circumstances will QbyQs be required to treat any Design as confidential.
- Authorship.You hereby represent and warrant that (a) each Design is your own original work and, except as provided by the following sentences in this Section 2, 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, (b) the Design does not infringe any rights (including but not limited to copyright) of any third party and (c) you have the full right, power and authority to enter into these Design Submission Terms and Conditions and that your agreement to these Design Submission Terms and Conditions does not violate any agreement you have entered into with a third party. You shall not incorporate in any Design any information or materials to which third parties have rights, whether by patent, copyright, trade secret or otherwise (“Third Party Materials”) without obtaining QbyQs prior written consent. If such consent is granted and you incorporate Third Party Materials in the applicable Design, you agree to obtain written permission to include such Third Party Materials in the Design, without any additional expense to QbyQs. This written permission must be consistent with all the rights granted to QbyQs under this these Design Submission Terms and Conditions. You will provide QbyQs with a copy of the written permission upon completion of the Designs.
- Intellectual Property Rights.
- You hereby grant QbyQs a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicenseable (through multiple tiers) right and license to (a) upload, adapt, publish, modify, reproduce, copy, exhibit, publicly display, create derivative works of, distribute, sell, advertise, exploit and otherwise use the Design (in whole or in part), and the right to incorporate all or any portion of the Design in other works or products (“Products”) in any form, manner, medium or technology now known or hereafter devised, and (b) use the Design (in whole or in part) to make, have made, use, sell, have sold, offer for sale, have offered for sale, import and market, advertise and promote any Products, including without limitation in connection with QbyQs’s Evaluation and Testing of the Design. You hereby waive any “moral rights” you now or may in the future have in each Design.
- You hereby assign to QbyQs all rights, title and interest in and to each Accepted Design and all intellectual property rights (including without limitation, patent rights, copyrights, trade secret rights and all other intellectual property or proprietary rights) relating thereto. You hereby waive any “moral rights” you now or may in the future have in each Accepted Design. You hereby provide (and agree to confirm) any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. You will further assist QbyQs from time to time, at QbyQs’s request and expense, to further evidence, record, perfect, maintain, enforce and defend any rights assigned to QbyQs. You hereby irrevocably designate and appoint QbyQs as its agents and attorneys-in-fact, coupled with an interest, to act for and on your behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by you. For clarity, with respect to each Accepted Design, this Section 3(b) shall control, and Section 3(a) shall be of no further force or effect with respect to such Accepted Design.
- QbyQs agrees to pay you a fee per Product sold by or on behalf of QbyQs to an end customer (excluding salesman samples)
15% per pair sold (subject to change at any time)
- Further, QbyQs, agrees to pay you a fee per Accepted Product sold by or on behalf of QbyQs to an end customer (excluding salesman samples and Products sold in connection with any Test or stock liquidation (meaning any Product sold at a price less than the total cost of goods (including without limitation the costs of materials, manufacture, freight, and warehousing.
- All Fees payable hereunder will be paid within ninety (30) days after the end of each month in which payment for the applicable Product is actually received by QbyQs (and not returned by a customer), in U.S. Dollars and by PayPal, check or other mutually agreed upon payment method. For clarity, the Fees attributable to any customer returns in a particular month will be deducted from the Fees otherwise payable hereunder in such month. If QbyQs elects not to manufacture and/or fails to sell to end customers any Products, then no Fees will be paid. QbyQs makes no guarantees regarding publicity, minimum fees or other benefits that may be obtained or earned by you. For purposes of these Design Submission Terms and Conditions, with respect to footwear, a “Product” means one pair of shoes or bag or other type of footwear, as applicable.
- Publicity.You hereby grant to QbyQs a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicenseable (through multiple tiers) right and license to use, portray, display and publish your name, appearance, voice, likeness, photographic image, and biographical information, in any manner, medium or technology now known or hereafter devised in connection with QbyQs’s promotion and/or use of the Design and products and services related thereto.
- Indemnification.You hereby release, and agree to defend, indemnify and hold harmless, QbyQs and its affiliates and their respective officers, employees, directors, agents and sublicensees (each an “Indemnified Party”) from and against any and all third party claims, damages, liabilities, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or relating to (a) an Indemnified Party’s use of the Design (including reproducing, distributing, adapting, and displaying the design) and (b) a breach or alleged breach of these Design Submission Terms and Conditions by you. If you are a California resident, you hereby waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
- LIMITATION OF LIABILITY.YOU EXPRESSLY UNDERSTAND AND AGREE THAT Shebley group llc, (QbyQs) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Shebley group llc, (QbyQs) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, THAT ARISE FROM OR RELATE TO THESE DESIGN SUBMISSION TERMS AND CONDITIONS. IN NO EVENT WILL Shebley group llc, (QbyQs)’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION RELATING TO OR ARISING FROM THESE DESIGN SUBMISSION TERMS AND CONDITIONS EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) AND (B) THE AMOUNTS PAID OR PAYABLE BY Shebley group llc, (QbyQs) TO YOU HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
- Governing Law; Attorney’s Fees.These Design Submission Terms and Conditions and any dispute arising hereunder are governed by the laws of the State of Illinois without regard to its conflict of law provisions. You and Shebley group llc, (QbyQs) agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Chicago, Illinois. In any action or proceeding to enforce rights under these Design Submission Terms and Conditions, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees.
- Relationship of Parties.Shebley group llc, (QbyQs) and you are independent contractors, and nothing in these Design Submission Terms and Conditions will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Shebley group llc, (QbyQs)’s behalf.
- Miscellaneous.We reserve the right, at our sole discretion, to change or modify portions of these Design Submission Terms and Conditions at any time without prior notice and such revised terms and conditions will apply to any future Designs submitted to us after such revision. We will also notify you of any material changes to these Design Submission Terms and Conditions, either through a pop-up notice, e-mail or through other reasonable means. You may read a current, effective copy of these Design Submission Terms and Conditions at any time by visiting http://shopqbyqs.com/pages/ artist-submissions-terms-conditions Please review these Design Submission Terms and Conditions before submitting any Design. Any use of the Services (including without limitation submission of any Design) after the date these Design Submission Terms and Conditions were last updated shall constitute your acceptance of such revised Design Submission Terms and Conditions. If any change to these Design Submission Terms and Conditions is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services. These Design Submission Terms and Conditions and the services contemplated hereunder are personal to you, and you will not have the right or ability to assign, transfer or subcontract any rights or obligations hereunder without the written consent of QbyQs. Any attempt to do so will be void. QbyQs may fully assign and transfer these Design Submission Terms and Conditions in whole or part. In the event that any provision of these Design Submission Terms and Conditions will be determined to be illegal or unenforceable, that provision will be limited or eliminated so that these Design Submission Terms and Conditions will otherwise remain in full force and effect and enforceable. These Design Submission Terms and Conditions, including this provision, supersede any prior oral or written agreement between you and QbyQs with respect to the Design.