Effective Date: January 1, 2014
Welcome to the iDesign Street Storekeeper Program Design/Content Owner Service Agreement (“DCOSA”). This Agreement contains the terms and conditions under which iDesign Street offers the Storekeeper Program, also known as the “Design/Content Owner Service” or “DCOS” (defined below).
iDesign Street reserves the right to add, delete and/or modify any of the terms and conditions contained in this DCOSA, at any time and in its sole discretion, by posting a change notice or a new agreement on the iDesign Street Website, and you may be notified by email, newsletter, or other electronic messaging system. If any modification is unacceptable to you, your only recourse is to not use the Website and the iDesign Street Service. Your continued use of the iDesign Street Website following posting of a change notice or new DCOSA on the iDesign Street Website will constitute binding acceptance of the changes.
Table of Contents
- Opening a Design/Content Owner Account.
- Your Obligations.
- Licensing Your Design/Content to iDesign Street.
- Product Creation.
- Marketing and Advertising Your Products and Stores.
- Royalty and Fees.
- Term; Termination.
1.1 Design/Content Owner Service. This DCOSA provides the terms and conditions under which you license your Design/Content and iDesign Street provides its service allowing you to create, produce, market, and sell Products (the “Design/Content Owner Service” or “DCOS”) in three ways: (i) through your Stores, (ii) in the iDesign Street Marketplace and (iii) through the E-commerce Services. Together, all as such services are further defined as “Online Services” under Section 2.4.
1.2 Terms of Service. If you become a user of our Storekeeper Program DCOS, you will continue to be bound by all of the terms and conditions of our TOS (Affiliate and Storekeepers Terms of Service), which is hereby incorporated by reference in this DCOSA. All initially-capitalized terms not defined in this DCOSA are defined in the WTUA or TOS, and any disputes you may have relating to your use of the DCOS will be settled in accordance with Section 18 of the WTUA, which is hereby incorporated by reference in this DCOSA.
2. Opening a Design/Content Owner Account.
2.1 Opening an Account. Only Storekeeper Program Design/Content Owners have the right to use the DCOS. To become a Design/Content Owner, you must open a Storekeeper Program Design/Content Owner account (an “Account”) with iDesign Street through its online registration process.
2.2 Contact Information. You must provide iDesign Street with accurate and complete contact, payment, and tax identification information when you open an Account and in order to become a Design/Content Owner under this DCOSA. You must immediately notify iDesign Street if any of this information changes. If you do not provide iDesign Street with complete, accurate, and updated contact, payment, and tax identification information, you may not be eligible to sell Products and collect a royalty, or collect a Royalty on any of your designs and/or content sold by someone else.
2.3 Account Security. You are subject to the Password terms and conditions as found and defined in Section 6.2 of the WTUA, which is hereby incorporated by reference in this DCOSA.
2.4 Online Services. Through the various Online Services platforms, iDesign Street provides, without limitation, premium products, programs, promotions, coupons, discounts, market data, special pricing structures, Stores, the iDesign Street Marketplace and E-Commerce Services (as further defined in the Fees and Royalties terms found in the Store Payment Plans Web-page), and any other similar royalty or fee-based services and programs provided by iDesign Street (each an “Online Service” and together, the “Online Services”). Specific terms that related to each of the iDesign Street Marketplace and Store Services, and the terms and conditions upon which the various E-Commerce Services are offered, are set forth on the relevant sections of the TOS. Fees and Royalties related to each form of the Online Services are found in the Website’s Store Payment Plans page. Use of any of the Online Services constitutes your agreement and acceptance of the respective terms and conditions of the terms and conditions of this DCOSA and any one of the Online Services agreement and acceptance of any specific terms connected thereto. iDesign Street may terminate or modify any or all of the Online Services from time to time.
3.1 General. You must use the DCOS in a manner that demonstrates common sense and respect for the rights of iDesign Street and third parties and in accordance with applicable laws and regulations.
3.2 Your Design/Content.
(a) If you open an Account, you will be solely and exclusively responsible for ensuring your Account, any designs, content, or materials that you submit to iDesign Street for use with your Products (“Design/Content”), and any websites linked to your Account pages comply with the terms and conditions of this Agreement and all applicable laws, regulations and rules. All Designs/Content must comply with the Design/Content Usage Policy. While iDesign Street has no obligation to monitor the transactions or communications made through its Website, it reserves the right, in its sole and absolute discretion, to cancel any transaction or remove or limit access to any Design/Content from the Website at any time without notice and without any liability to you or any third party.
(b) iDesign Street may remove Designs/Content from your Account if: 1) your Account has been inactive, as determined by iDesign Street in its sole discretion, and there are no sales associated with your Account for a period of twelve (12) months or more; or 2) there are no sales associated with the Design/Content for a period of twelve (12) months or more.
3.3 Prohibited Designs/Content. You may not upload Designs/Content nor design, produce, market or sell any Product that does not comply with the Design/Content Usage Policy, as determined by iDesign Street in its sole and absolute discretion. For example, but without limitation, you may not design, produce, market, or sell a Product with a Design or Content that iDesign Street believes: (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity; (ii) is defamatory; (iii) is obscene or pornographic; or (iv) violates any applicable law, rule, or regulation, including, without limitation, by exploiting images or the likeness of minors. To the extent you violate the Design/Content Usage Policy or the obligations under this Section 3, your Products, Stores or Account are subject to termination or suspension and you may be liable for any and all consequences resulting from such violation of this Agreement, including without limitation, liability for monetary damages to third parties.
3.4 Copying Designs/Content. If you have attempted to pass off as your own any Design/Content provided by another Design/Content Owner on iDesign Street, or you otherwise modify such Design/Content Owner’s Design/Content to mask its origin, you will be liable for any all claims with respect to such action, including without limitation remitting any royalties earned to the other Design/Content Owner, and your Account will be subject to termination in our sole discretion and we may make indemnification claim against you in accordance with Section 8 under this DCOSA.
4. Licensing Your Design/Content to iDesign Street.
4.1 License for production and marketing. In uploading any of your Design/Content to the Website, you grant to iDesign Street a royalty-free, worldwide, transferable, nonexclusive, right and license in such Design/Content for use in our Online Services, in all media and sales channels, existing now or created in the future: (i) to permit you to design, produce, market, and make available for sale your Products and/or Design/Content in connection with any Online Service; and (ii) to promote, market, and advertise your Products, your Stores, your Design/Content, the iDesign Street Marketplace or the E-commerce Services, or the Online Services generally. Without limitation, this distribution, promotion, marketing, or advertising may consist of: (a) display for sale of your Products and/or Design/Content through our Website, affiliates, feeds, API, and distribution partners; (b) promotional “streams” of audio Content on the Website; (c) display of pages from book Products on the Website; (d) display of Product or Design/Content placement in magazines, television shows, movies, and other media; and/or (e) further advertisements for sale of Products or Design/Content through the E-commerce Services including but not limited to third party product feeds and banner advertisements. All royalties on the sales of Products pursuant to the Online Services shall be under the terms set forth on the Storekeeper Royalties and Fees webpage.
4.2 Sublicense. iDesign Street may also sublicense the rights that you grant it in this Section in connection with provision of the Online Services and the sale of your Products. In connection with providing you the Online Services, you also grant iDesign Street the right to (i) automatically add your Design/Content to additional base products distributed by iDesign Street or its partners, in the iDesign Street Marketplace and/or for the E-commerce Services, except those Designs/Content that you have expressly selected as ineligible for this; and (ii) in order to improve the printing quality, display parameters or other enhancements in presentation of the Products, iDesign Street may automatically modify your Design/Content (e.g., cleaning up JPG artifacting, sizing, including without limitation adjusting colors for different printers and products, and adjusting design placement on any products). You hereby consent and agree to such additional Product creation by iDesign Street or its partners, and you will be compensated for any new Products that may be created by iDesign Street with your Design/Content in accordance with the royalty provisions noted below.
4.3 No iDesign Street Ownership. This Section 4 only gives iDesign Street the non-exclusive right to use your Design/Content for the purposes stated herein, and does not give iDesign Street any ownership of any of your Design/Content and/or the intellectual property rights contained therein, for which you remain solely and wholly responsible.
5. Product Creation.
5.1 Delivery of Design/Content. You will upload or ship to iDesign Street all Designs/Content that you want to use with the DCOS in accordance with the applicable instructions on the Website. You must also upload or ship all other Design/Content required to package and market any of your Products, such as cover artwork, titles, and complete and accurate credits. iDesign Street may, in its sole and exclusive discretion, determine whether any Design/Content complies with such instructions and is satisfactory for use with the DCOS.
5.2 Approvals and Consents. You must have all necessary approvals and consents to use all Designs/Content uploaded or sent to iDesign Street and, if requested by iDesign Street, you must deliver copies of those approvals and consents to iDesign Street.
5.3 Costs of Creation. You will be solely responsible for the creation of the electronic and digital Design/Content that you upload or ship to iDesign Street, and will pay all costs associated with its creation and copies thereof, including, without limitation: (i) any royalties or other compensation owed to third parties for its use; (ii) payments required by any agreement between you and any labor organization (such as unions or guilds); (iii) all studio, tape, editing, mixing, re-mixing, mastering and engineering costs; and (iv) all costs of travel, per diems, facilities, equipment, and the like. You hereby indemnify iDesign Street and its Representatives from any third party claims associated with a failure to meet your obligations under this Agreement in accordance with Section 8 under this DCOSA.
5.4 Third Party Royalties. You must pay all royalties or similar payments that are or may become due to any third party for any reason, such as all payments under licenses for third-party material in your Design/Content. For example, you must pay all royalties due to the owners of any intellectual property, such as logos, photographs, and likenesses that you do not own, and that are used in your Design/Content. iDesign Street reserves the right to remove your Design/Content for any reason if it believes that such third party royalties have not been or will not be paid.
5.5 Parody. Parody is in the eye of the beholder. Use of Trademarked/Copyrighted material in a parody may result in your Design/Content being removed from iDesign Street. For example, the phrase “Got Milk?” is licensed by the National Milk Processor Board (MilkPEP). A Design/Content featuring zombies and the phrase “Got Brains?” clearly depends on the well-known branding of the phrase “Got Milk?” MilkPEP will send a Cease-and-Desist Order to iDesign Street about that Design/Content. iDesign Street will immediately remove the Design/Content. If you feel that the MilkPEP C&D Order is improper, you may pursue the matter with them at your sole discretion and expense. iDesign Street will not restore your Design/Content until we receive a notice from MilkPEP that you have their permission, or a court decision has been delivered, allowing you to legally use the Design/Content with the infringing material. iDesign Street reserves the right to remove Designs/Content we think might violate Trademark or Copyright law prior to any action by a Trademark and/or Copyright holder. You hereby agree to indemnify iDesign Street and its Representatives from any third party claims associated with any such Design/Content in accordance with Section 8 under this DCOSA.
5.6 Unions and Guilds. You acknowledge that iDesign Street is not currently a party to any collective bargaining agreement with any union or guild and that you are solely responsible for complying with any applicable union or guild rules, including without limitation, those relating to payments.
6.1 Marketing of Your Products and Stores. iDesign Street reserves the right, but has no obligation, to promote your website(s), Store(s), Products, and/or Design/Content generally in any and all sales channels, for example, featuring them in iDesign Street newsletters or on the Website, social media platforms, feeds of Products to distribution partners through the E-commerce Services, or by referring users to your Stores or Product listing in the iDesign Street Marketplace, or describing your Products or Stores in communications with third parties. If you individually market and promote your websites, Stores, and Products you must do so in accordance with this Agreement and the Design/Content Usage Policy.
6.2 Prohibited Software. You may not use any software to advertise, market, or promote your iDesign Street products, Stores, and/or websites if the software does any of the following:
- Surreptitiously gathers a user’s personally identifiable information without the user’s explicit consent;
- Restricts the user’s ability to close or remove pop-ups, pop-unders, or other advertisements that cover otherwise viewable content;
- Displays an unreasonable number of pop-up or pop-under advertisements per day or per web browsing session;
- Markets to children under the age of 13;
- Sends unsolicited information or material to another person or computer;
- Diverts the user to a site not requested by the user;
- Initiates or terminates a user’s connection to the Internet;
- Modifies the user’s settings with respect to browser home page, Internet connections (including default access provider), bookmarks, or security levels;
- Keystroke logging;
- Automatically re-installs or re-activates itself or another application after being uninstalled or removed by the user;
- Removes or disables security, pop-up-blocking, anti-virus, anti-Adware, or anti-spyware programs on the user’s computer;
- Does not allow the user to uninstall and/or remove the software from their computer;
- Does not comply with all applicable laws and regulations.
6.3 Email. Any commercial email you send to market and promote your website(s), iDesign Street Stores or products, or related to your use of the iDesign Street Service must comply with the CAN-SPAM Act of 2003 as amended and any other applicable laws governing email communications, including without limitation, the following:
- You may not use false or misleading header information. The emails “From,” “To,” and routing information, including the originating domain name and email address, must be accurate and identify the person who initiated the email.
- You may not use deceptive subject lines. The subject line cannot mislead the recipient about the contents or subject matter of the message.
- You must provide a return email address or another Internet-based response mechanism that allows a recipient to ask you not to send future email messages to that email address, and you must honor the request.
- Your message must contain a clear and conspicuous notice that the message is an advertisement or solicitation and that the recipient can opt out of receiving more commercial email from you. It also must include your valid physical postal address.
- You may not use “spam,” “blast-faxes,” or recorded telephone messages to market or sell products.
For more information on compliance with the CAN-SPAM Act of 2003 please visit the Federal Trade Commission website at http://www.ftc.gov/spam/
6.4 URLs, Keywords, Search Terms, and other Identifiers. You may not use in your domain name or URL, nor may you purchase or register in any search, referral, or advertising service (such as Google’s AdWords program) any of the following: Any domestic or international iDesign Street company trademarks, and all translations thereof, including without limitation, “iDesign Street”, “iDesign St.”, “iDesignStreet.com”, “iDesign.St”, “iDesignSt.com”, “iDesign Street Affiliate Program,” or any URL or keyword string that includes iDesign Street company names (for example, www.yourcompany-iDesignSt.com or “www.yourcompany-iDesignStreet.com”); or variations of any iDesign Street company trademarks. Note: this is not an exhaustive list of prohibited words, phrases, or combinations thereof.
6.5 iDesign Street Branding Bar. You may not remove or alter the iDesign Street branding, if present, on your storefront and store pages, or your website(s).
6.6 False or Misleading Marketing Material. You may not use false or misleading designs or content to market and promote your websites, Stores, and products. Some examples of false and misleading information are:
- Making claims that the proceeds from products sales will go to a charity or other organization without first obtaining permission from the charity or organization to use their name in connection with product sales.
- Use of a third party trademark to market your design or content (for example, using “Yves Saint Laurent,” “Prado,” or “Vuitton” in your product descriptions, product titles, tags, or other SEO text on your iDesign Street Store).
- You may not spam or attempt to deliberately subvert the results of the iDesign Street directory or search engine with false, misleading, unnecessarily repetitive information, or alluding to persons, places, or things having nothing to do with your website, store, and/or Design/Content (i.e., tag spamming or attempting to artificially increase your iDesign Street search results rankings).
6.7 Links. iDesign Street, in its sole discretion, may prohibit you from “linking” your Stores to any websites that contain designs or content that, if used on the iDesign Street Website, would violate any of iDesign Street’s agreements or policies or that compete with iDesign Street.
6.8 Customer Information. iDesign Street may, from time to time, provide you with information relating to Customers that purchase Products from your Stores. You may only use or disclose this information to a third party for your internal record keeping. You may not disclose any of this information to a third party or use it for any other purposes.
7.1 Fees and Royalty. iDesign Street will pay you a royalty for all sales of Products incorporating your Design/Content (“Royalty”) at the rates set forth on the chart found on the Website’s Storekeeper Royalties and Fees Page.
7.2 Tax Information. You must provide your taxpayer identification number to iDesign Street. Failure to provide an accurate Taxpayer Identification Number may result in iDesign Street withholding your payment until you provide an accurate Tax Identification Number. It is your responsibility to determine what, if any, taxes apply to the payments you receive, and it is your responsibility to collect, report, and remit the correct tax to the appropriate tax authority. You hereby agree that iDesign Street is not responsible for determining whether taxes apply to your transactions, or for collecting, reporting, or remitting any taxes arising from any payments made to you for Products sold through the DCOS. It is solely your obligation to maintain any and all records that may be required for your tax purposes. iDesign Street is not responsible for, and may delete, information associated with your Account that is more than three years old. Currently, the American I.R.S. suggests taxpayers keep financial records a minimum of seven (7) years.
7.2 Payment Terms. Royalty Payments are issued monthly unless you earn less than the dollar amount selected as the payment threshold (“Payment Threshold”) in the “IRS & Royalty Payments” Section of your Main Office page, then the amount of such royalties will not be paid, but will accrue to your Account until such time as it becomes equal to or greater than the Payment Threshold. iDesign Street will make a payment to you (by check, wire, or electronic transfer) for the amount of such royalties no later than 60 days after the end of the month in which the total amount of accrued royalties may reach or exceed the Payment Threshold. iDesign Street may, in its discretion, send you a payment before your accrued royalties reach or exceeds the Payment Threshold. If you have provided an undeliverable mailing address and two or more consecutive payments have been returned to iDesign Street as undeliverable, we may stop sending future payments to you until you provide a deliverable mailing address. See also Section 7.5. If a Product that generated a Royalty is returned by the Customer, we will deduct the corresponding Royalty from your next monthly payment. If there is no subsequent payment, we will send you a bill for the Royalty.
7.3 Special Terms for Store Fees and Earnings. Fees for Stores are set forth on the Store Payment Plans Web-page, which may be modified from time to time. iDesign Street will attempt to provide notice of such planned changes at least 30 days prior to such changes using the email and/or text message contact methods provided by you, as well as by iDesign newsletters, emails, and posting such notice on this website when you sign-in to your account. Your continued use of the DCOS shall constitute your agreement to any such modifications.
7.4 Processing Fees. If iDesign Street owes you accrued royalties that are less than the Payment Threshold for at least 366 days, then iDesign Street may send you payment of such accrued royalties minus a processing fee of up to $25.00. If the amount of accrued royalties is under $25 for at least 366 days, such amount will be used to cover iDesign Street’s administrative costs and no payment will be made to you.
7.5 Waiver of Accrued Royalties. If you: (i) fail to provide iDesign Street with accurate and complete contact and tax identification information after notice to you at the email provided; and/or (ii) the funds remain outstanding and unclaimed for more than 12 months, you hereby expressly agree that you waive all right, title, and interest in or to any royalty payments accrued in your account and that all such accrued payments shall be the sole property of iDesign Street, to retain in their sole discretion, without any liability to you or any third party.
7.6 Termination Fees. If you or iDesign Street terminate your Account, and you have less than $25 in accrued but unpaid royalties then outstanding, iDesign Street may charge you up to that amount when sending you your final payment to cover its administrative costs.
8.2 DCOSA Indemnification. You hereby fully indemnify, defend and hold iDesign Street and its Representatives harmless for any Claim arising out of, relating to, or connected with your alleged breach of the WTUA in using the DCOS in accordance with Section 12 of the WTUA, including without limitation, your violation of our Design/Content Usage Policy. You may be liable for monetary damages incurred by iDesign Street in connection with your violation of any part of this Agreement. You also indemnify, defend, and hold iDesign Street and its Representatives harmless based on any Claim alleging facts that, if true, would constitute a breach of this DCOSA. iDesign Street may withhold or set off any royalties or payments that may be due to you in connection with this indemnification obligation.
9. Term; Termination.
9.1 Inclusions. You are subject to the all terms, terminations, and conditions as found and defined in Section 11 of the TOS, which is hereby incorporated by reference in this DCOSA.
9.2 iDesign Street Termination. In its sole discretion, with or without notice to you, iDesign Street may suspend, limit your access to, or terminate your use of the DCOS.
9.3 Account Termination. If you are a user of our DCOS, you may terminate your Account for any reason at any time by completing the online account termination form.
9.4 Survival. The following Sections will survive termination of your Account: 1, 3, 4, 5.2 through 5.5, 6.4, 7, 8, 9.1, and 9.4.