May 30, 2011

The Muppets Design Challenge Submission Legal Terms & Conditions

By submitting your Design (hereinafter the "Design") and in consideration of Threadless.com evaluating your Design for its possible use on and in connection with The Muppets Design Challenge, you agree to the following terms and conditions ("Design Submission Terms and Conditions"):

If your Design is selected for use by Threadless.com, you acknowledge that the Design is considered a work-for-hire as defined under the United States Copyright Act of 1976 and will become the sole property of Disney Consumer Products, Inc. and its subsidiaries and affiliates (hereinafter collectively "Disney"). To the extent that the Design may not, by operation of law, be a work made for hire in accordance with the Design Submission Terms and Conditions, you agree to assign to Disney the entire right, title, and interest in and to the copyright in your Design including the right to sue for past infringement and the right to further sublicense the Design. You also acknowledge that you waive all "moral" rights that you may have in and to your Design.

If your Design is selected, Threadless.com may use your Design in any manner, including but not limited to: reproducing the Design on apparel and other products, selling products bearing the Design through any retail distribution channel, licensing the Design to Threadless.com's partners, and, changing or reworking the Design by making color or size changes, making derivative works of the Design, using the Design on both the Threadless.com and website and on promotional material for Threadless.com and its design challenge partners, and registering the Design with the US Copyright Office in the name of Disney as the Claimant, and you as the Author. You agree to provide Disney with minimal information as may be required in order to register the copyright in the Design if Disney so requests, at no cost.

If your Design is selected, you may not use the Design (or derivatives of the Design) or allow others to use the Design (or derivatives of the Design) in any medium whatsoever. In addition, by submitting your Design, you may not reproduce, sell, or submit the Design to others for any commercial purpose for one hundred and eighty (180) days after the date the Design Challenge voting period ends (6/16/2011) while the Design is being evaluated by Threadless.com. Once the one hundred and eighty (180) days have passed, if your Design is not chosen for print by Threadless.com, you are free to use the Design for any commercial or non-commercial purpose. However if your Design is used elsewhere, you must notify Threadless.com by email art@threadless.com about where and when the Design will be used, so that it can be removed from the Threadless.com website at that time. In addition, if the Design is used or reproduced for commercial purposes elsewhere, you cannot use the Threadless.com blogs to promote the Design or the company using the Design. You further agree not to use the Threadless.com blogs to promote the products and services of any company that operates in competition with Threadless.com. Threadless.com reserves the right to choose your design after the one hundred eighty (180) days have passed, on the condition that the design has not been used for commercial purposes on any Items, as described above.

You represent and warrant that, except with regard to the Disney Elements, the Design you are assigning to Disney is your own original work, has not been previously published, and does not contain any trademarks, logos, copyrighted material, or any other intellectual property belonging to any third party, or any material, which Threadless.com in its sole discretion, deems to be profane or offensive.

You acknowledge that Threadless.com reserves the right to decline to select a Design for consideration for any reason, including poor design, as further explained in the "Decline Reasons" page of the Threadless.com website, which are subject to change at any time.

If your Design is selected for use by Threadless.com for the The Muppets Design Challenge, you will receive: $2500 cash; a $250 Gift Certificate, good for use on any of the SkinnyCorp family of websites ($200 of which is recommended to be used for a 12-month club subscription); An autographed copy of the upcoming album "MUPPETS: The Green Album"; Disney Traditions will provide a $250 set of collectible statues designed by Jim Shore. (Statues include Kermit the Frog, Miss Piggy, Waldorf & Statler, Animal, and Fozzie Bear); The winning t- shirt signed by The Muppets and framed together with a signed photo of the Muppets.

You alone will be responsible for the payment of any tax that arises as a result of receiving payment from Threadless.com or its design challenge partners. Payment will be sent within ninety (90) days after Threadless.com receives hi-resolution artwork deemed suitable for print. If the hi-resolution artwork is not deemed suitable for print as determined by Threadless.com, Threadless.com will notify you of the reason(s) for its determination by email and will make a good-faith effort to assist you in presenting a suitable hi-resolution format.

Additional Terms:

- For the sole purpose of submitting your Design for evaluation and potential commercial use, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicenseable, revocable, royalty-free license to create a Design which includes Disney Elements. You are not granted any rights to use Disney Elements for any other purpose. Disney Elements are defined as elements derived from, adapted from, based on, by direct reference or by inference to (e.g., by shape or outline but without specific features), any intellectual property (e.g. copyrights, trademarks, trade dress, art works, characters, logos, brands, symbols, devices, slogans, tag lines) of Disney, its affiliates, or its/their licensors, or any variation thereof. Any elements of your Design that would not be considered Disney Elements shall be hereinafter described as "Non-Disney Elements."

- For the avoidance of doubt, you are not authorized to use the Disney Elements of the Design for any other purpose whatsoever.

Participants, who in the opinion of Threadless.com and Disney, do not comply with these Threadless Design Challenge Submission Legal Terms and Conditions, or for any other reason at Threadless.com's sole discretion, can at any time be excluded from consideration without notice.

The decisions of Threadless.com are final and binding.