PAN AM Pan American World Airways, Inc. Fan Art Terms & Conditions
You agree that by including your Submission(as defined below) in the Pan American World Airways, Inc. PAN AM partnership program (the “PAN AM Partnership Program”), you are agreeing to be bound by all the terms and conditions below and the decisions of PAN AM, made in its sole discretion in accordance therewith (“Agreement” or “Fan Art T&Cs”). If you do not agree to these Fan Art T&Cs, do not submit or include your Submission in the PAN AM Partnership Program or otherwise use any PAN AM IP (as defined below).
2.1 PAN AM or Pan American World Airways, Inc. : and its parent, subsidiaries, affiliates, related entities, and all successors, assigns, agents and licensees.
2.2 PAN AM IP: Any and all interest of PAN AM in and to copyrights, trademarks, service marks, trade names, trade dress, titles, characters, costumes, devices, elements and all other intellectual property owned or controlled by PAN AM.
2.3 Redbubble: Redbubble Inc. and its subsidiaries, including TP Apparel, Inc.
2.4 Submission: Content a User creates that is, in whole or in part, inspired by, arises from or is otherwise connected to PAN AM IP.
2.5 Redbubble Website: The website at www.redbubble.com hosted by Redbubble, and the website at www.teepublic.com hosted by TP Apparel, Inc.
- Submission Conditions
3.1 You may only create a Submission for the Redbubble Website using PAN AM IP that PAN AM has expressly identified on the Redbubble Website as eligible for Submissions. You acknowledge and agree that the license to use the PAN AM IP extends only to the Redbubble Website, and that you may only sell or offer to sell products bearing the Submission on the Redbubble Website and nowhere else, whether online or in a physical location. You acknowledge and agree that PAN AM may revoke such eligibility at any time, at which point the license to use the PAN AM IP will be terminated and no additional sales will be permitted.
3.2 You acknowledge and agree to the following Submission requirements and specifications:
- The Submission must be original;
- The Submission and its description must reference PAN AM as part of the upload process;
- The Submission must not contain or reference any brand names, products or services of any company or any third-party trademarks, copyrights, logos, trade dress or promotion of any brand, product or service that PAN AM does not own;
- The Submission must not include the names, likenesses, photographs, or other elements that identify any third party, living or dead, without written permission from that third party;
- The Submission must not contain content, images or other material that is misleading, indecent, offensive, sexually explicit, tortious, disparaging, defamatory, slanderous, or libelous, or depicts an unsafe practice;
- The Submission must not contain content, images, or other material that reflect, advocate, or promote bigotry, racism, hatred, harm, or exploitation of or against any class, group or individual, discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;
- The Submission must not contain content, images, or other material that is in violation of any applicable federal or state laws or regulations;
- The Submission must not contain content, images, or other material that contains a political message; and
- The Submission must not contain any personally identifying information, such as an e-mail address or phone number.
- Representations & Warranties
You represent and warrant that:
4.1 you have the sole and exclusive right and authority to grant all rights in and that arise from the Submission to PAN AM;
4.2 no rights in the Submission have previously been granted to any person, corporation or other entity or otherwise exercised or exploited; and
4.3 the reproduction, publishing, displaying, creation of derivative works therefrom, and/or any other use of the Submission by PAN AM, its licensees, successors and assigns will not infringe on any rights of third parties, including, without limitation, copyright, trademark, patent, privacy, or publicity, or create claims for defamation, false light, idea misappropriation, intentional or negligent infliction of emotional distress, or breach of contract.
- Intellectual Property Rights & License
5.1 You will not acquire any ownership or other interest in any and all PAN AM IP.
5.2 You acknowledge and agree that You irrevocably and exclusively grant to PAN AM all right, title and interest of every kind or nature, whether now known or hereafter devised, in and to the Submission throughout the universe in perpetuity, including, without limitation, all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights therein, and the right to perform, market, sell, distribute, produce, reproduce, store, copy, transmit, exhibit, publish, post, edit, adapt, create derivative works from, and otherwise use without limitation the Submission without any further consent, compensation or attribution of any nature or kind, in whole or in part, in any manner and media whatsoever (whether now known or hereafter devised) worldwide in perpetuity for any purpose whatsoever, including, without limitation, for the purposes of advertising, promotion or publicity, or in connection with any merchandising, packaging, subsidiary or ancillary rights, products or materials. You acknowledge and agree to waive any and all property and intellectual property interests of any nature or kind that you may have in the Submission throughout the universe, including, but not limited to, copyright and any “moral rights” and similar rights of authors or creators. Without limiting the generality of the foregoing, in the event a government authority of competent jurisdiction determines the grant in the Submission to PAN AM is not effective, You grant to PAN AM a royalty-free, worldwide, perpetual right and exclusive license to use, publish, post, display, prepare derivative works, edit, alter, adapt, modify and otherwise exploit the Submission without any further consent or compensation of any nature or kind, in whole or in part, in any manner or media whatsoever (whether now known or hereafter devised) for any purpose whatsoever, including, without limitation, for the purposes of advertising, promotion or publicity, or in connection with any merchandising, packaging, subsidiary or ancillary rights, products or materials. You acknowledge and agree to sign any documents that may be necessary to confirm the grant to PAN AM of the foregoing rights.
5.3 If a Submission is submitted on the Redbubble Website and approved, PAN AM grants you a limited, non-exclusive, non-sublicensable, royalty-free license for use of the Submission on the Redbubble Website only, provided that such license shall be (a) conditioned upon your assignment to PAN AM of all rights in and to the Submission (if such rights are not granted to PAN AM, your license to create the Submission using PAN AM IP shall be null and void); (b) conditioned on your agreement and compliance with all terms of this Agreement; and (c) at the sole discretion of PAN AM. You may not use the PAN AM IP in any other manner whatsoever in connection with the Submission or otherwise without PAN AM's express prior written approval.
5.4 You understand that although you may believe the Submission to be unique and novel, there may be pre-existing ideas, concepts, or proposals that are similar to the Submission. By submitting the Submission, you recognize that other persons, including PAN AM’s own employees and agents, may have submitted to PAN AM or others, or made public, or may in the future originate and submit or make public, similar or identical ideas, concepts, or proposals that PAN AM may have the right to use, and you understand that you will not be entitled to any compensation because of PAN AM’s use of such similar or identical ideas, concepts, or proposals in any manner. You understand and agree that PAN AM’s use of material containing features or elements similar or identical to those contained in the Submission will not obligate PAN AM to negotiate with you or entitle you to any compensation if PAN AM determines that it has an independent legal right to use that other material for any reason. Except as explicitly set forth in Section 5.5 of this Agreement, you understand that there will be no payment for the Submission or the use of the Submission. You acknowledge and agree that no industry custom or practice applies to this Agreement. You acknowledge that by creating the Submission you waive the right to make any claim against PAN AM arising out of or connected with the Submission and the PAN AM IP. You understand that if the Submission is selected for use, such use will not be considered an employment opportunity.
5.5 Without limiting the foregoing, if at any time PAN AM desires to use the Submission outside of the Redbubble Website, prior to such use, PAN AM shall make a one-time payment to you of $500.00 United States Dollars (US $) (the “Submission Payment”) in exchange for your execution and delivery of all appropriate agreements and other materials to effectuate or memorialize the foregoing. You acknowledge and agree that any Submission Payment does not alter, modify or vary this Agreement in any manner whatsoever, does not alter the ownership of the PAN AM IP, and does not impair any of PAN AM’s rights under this Agreement. The provisions of this paragraph will survive termination of this Agreement.
5.6 You acknowledge and agree that you are sending the Submission voluntarily, and not in confidence, and that no confidential relationship is intended or created between PAN AM and/or any other person or entity, on the one hand, and you, on the other hand, by your submission of the Submission.
5.7 By using PAN AM IP in a Submission, You consent to the use of your name, addresses (city and state), and statements relating to the Submission or PAN AM IP, and video clips and photographs or other likenesses (provided by you or otherwise captured by PAN AM) without further compensation, notification or permission in any publicity, promotion or advertising carried out by PAN AM or any related entities or agents in any and all media now known or hereinafter developed without territorial or time limitation, except where prohibited by law.
- Additional Conditions
6.1 You will comply with the PAN AM Fan Art Guidelines and the Redbubble User Agreement, which are each incorporated by reference herein. In the event of any conflict of interpretation between this Agreement and the Redbubble User Agreement, this Agreement will prevail.
6.2 You agree: (a) to waive any and all claims you have, or may have in the future, against PAN AM arising from, relating to, or with respect to the PAN AM IP or the terms and conditions contained herein, and (b) to release and discharge PAN AM from, and covenant not to sue for, any and all claims, causes of action, damages or detriments which in any way relate to or arise from Your use or attempted use of the PAN AM IP or from the terms and conditions contained herein.
You agree to indemnify and forever hold harmless PAN AM and its officers, directors, shareholders, employees, agents, representatives, assigns and successors-in-interest from and against any and all claims, liabilities, penalties, losses, costs, damages, demands, actions, causes of action, suits, proceedings, judgments and expenses arising from third party claims including, without limitation, amounts paid in settlement, attorneys’ fees, court costs and other legal expenses arising out of, connected with, and/or relating to: (a) the Submission; (b) Your breach of this Agreement; and (c) Your unauthorized or unlicensed use of third party materials and/or third party intellectual property rights in conjunction with the Submissions. The provisions of this paragraph will survive termination of this Agreement.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. In the event that any provision is determined by a government authority of competent jurisdiction to be invalid or otherwise unenforceable or illegal, this Agreement shall otherwise remain in effect and shall be construed in accordance with its terms as if the invalid or illegal provision were not contained herein.
Failure to comply with this Agreement may result in the immediate termination of the license granted herein, removal of Your content from the PAN AM Partnership Program and the Redbubble Website, suspension of your user account, and other penalties, as determined by Redbubble and/or PAN AM in their sole discretion.
- Governing Law & Dispute Resolution
This Agreement shall be construed and enforced in accordance with the internal, substantive law of the Commonwealth of Massachusetts. The parties agree to submit to the in personam jurisdiction of the United States District Court for the District of Massachusetts for purposes of litigation arising from or related to this Agreement Each party shall be responsible for their own attorney’s fees and costs. To the extent permitted by law, the prevailing party shall not be entitled to any award of attorney’s fees or costs from the other party.
- Limitation of Liability
YOU AGREE THAT IN ANY ARBITRATION OR COURT ACTION PURSUANT TO PARAGRAPH 11, THE DAMAGES THAT MAY BE AWARDED WILL BE LIMITED TO ANY ACTUAL DAMAGES SUFFERED. IN NO EVENT WILL PAN AM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY CLAIM FOR LOSS OF PROFITS, LOST BUSINESS OR LOST BUSINESS OPPORTUNITIES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Changes to this Agreement
Redbubble and PAN AM reserve the right to update, change or replace any part of this Agreement by posting updates and/or changes to the Redbubble Website. It is Your responsibility to check this page periodically for changes. Your continued use of or access to the Redbubble Website following the posting of any changes constitutes acceptance of those changes.