Submission Terms & Conditions
By making a Submission (as defined below) to the TeePublic Fan Art Program, you agree to be bound by all the terms and conditions below.
a. “Artist Guidelines” means the additional terms and conditions applicable to your use of the Licensed Property in your Submission, which are available at the following URL: [coming soon!]
b. “Agreement” means these terms and conditions, the Artist Guidelines, and the TeePublic User Agreement which are incorporated by reference into the Agreement.
c. “Licensor” means Netflix CPX, LLC and/or Netflix CPX International, BV (based on your location)
d. “Licensed Product” means a physical product displaying your Submission that you sell or offer for sale on the TeePublic Marketplace.
e. “Licensed Property” means artwork, characters, character names, titles, logos, design elements, and all other intellectual property that are exclusively owned or controlled by Licensor and which Licensor has explicitly permitted you to use in your Submission in accordance with the terms and conditions of the Agreement.
f. “TeePublic” means TP Apparel, LLC.
g. “TeePublic User Agreement”means the terms and conditions applicable to your use of the TeePublic Marketplace, which are available at the following URL: https://www.teepublic.com/terms.
h. “TeePublic Marketplace”means the online marketplace owned and operated by TeePublic, which is located at TeePublic.com.
i. “Submission”means an original work created by you that (i) is based on or incorporates the Licensed Property, and (ii) you have uploaded to the TeePublic Marketplace in order to sell Licensed Products.
2. Submission Condition
a. You agree that your Submission will at all times comply with these terms and conditions, the Artist Guidelines and the TeePublic User Agreement.
b. You agree that the license granting you permission to use the Licensed Property extends only to the TeePublic Marketplace, and that you may only sell or offer to sell Licensed Products on the TeePublic Marketplace and nowhere else, whether online or in a physical location
c. You agree that your Submission uses only those elements of the Licensed Property that Licensor has expressly identified as eligible for Submissions.
d. You acknowledge and agree that Licensor may revoke its license at any time in whole or in part without notice to you, at which point you will no longer be authorized to use the Licensed Property, no additional sales of your Submission will be permitted, and your Submission may be removed from the TeePublic Marketplace. You further acknowledge and agree that Licensor is granting you a license, versus any ownership in any right, title or interest.
e. Without limiting any other terms and conditions in the Agreement, if at any time Licensor elects, in its sole discretion, to use your Submission outside of the TeePublic Marketplace, including to sell or offer it for sale outside of the TeePublic Marketplace, you agree to negotiate with Licensor in good faith to transfer the applicable rights to Licensor, including ownership rights as applicable and to execute and deliver all appropriate agreements and other materials to effectuate or memorialize the foregoing. You agree that any payment or other consideration and negotiations between you and Licensor in connection therewith do not alter, modify or vary the Agreement in any manner whatsoever, do not alter the ownership rights in the Licensed Property and do not impair any of Licensor’s rights under the Agreement. The provisions of this paragraph will survive termination of the Agreement.
f. You agree to provide any details regarding your Submission, including use of any on-screen talent associated with the Licensed Property.
g. Further, you agree to include any applicable or necessary legal lines or notices on or in the Submissions you create, as required under the Licensed Property User Guidelines.
3. Your Representations & Warranties
a. You represent and warrant that (i) you have the sole and exclusive right and authority to grant the rights and perform the obligations in the Agreement; and (ii) the reproduction, publishing, displaying, and/or any other use of the Submission by Licensor, TeePublic or other authorized parties as contemplated by the Agreement, including the TeePublic User Agreement, will not infringe on any rights of third parties, including, without limitation, intellectual property rights, publicity rights or similar rights of a third party, or create claims for defamation, false light, idea misappropriation, intentional or negligent infliction of emotional distress, or breach of contract.
4. Intellectual Property
a. You acknowledge and agree that (i) the Licensor owns the Licensed Property, (ii) you have no rights, title or interest in or to the Licensed Property, (ii) all use of the Licensed Property by you shall inure to the benefit of Licensor, and (iii) you shall assign, and do hereby irrevocably assign, to Licensor any and all right, title and interest in all intellectual property and proprietary rights which you may acquire in the Licensed Property in connection with your Submission. The provisions of this paragraph will survive termination of the Agreement.
b. If you submit a Submission to the TeePublic Marketplace and it is approved, Licensor grants you a limited, non-exclusive, non-sublicensable license to use of the Licensed Property in your Submission for the sole purpose of selling, offering for sale and promoting your Submission on the TeePublic Marketplace; provided that you agree to and comply with the Agreement.
c. You agree and do hereby: (a) waive any and all claims you have, or may have in the future, against Licensor, TeePublic, and their respective affiliates arising from, relating to, or with respect to your Submission, the Licensed Property and/or the Agreement, and (b) release and discharge Licensor, TeePublic, and their respective affiliates 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 Submission, the Agreement, and/or your use of the Licensed Property. The provisions of this paragraph will survive termination of the Agreement.
d. You consent to the use of your name, addresses (city and state) and video and photographs of your name and likeness without further compensation or notification in any publicity, promotion or advertising in connection with the Submission in any media format worldwide in perpetuity, except where prohibited by law. The provisions of this paragraph will survive termination of the Agreement.
a. You agree to indemnify and forever hold harmless Licensor, TeePublic, and their respective licensors, successors, assigns, parents, subsidiaries, directors, officers, employees, agents, partners, marketing affiliates, advisors, shareholders, and representatives (collectively, the “Released Parties”), from and against any costs, losses, judgments, awards, damages and expenses (including reasonable attorney’s fees) related to any action, suit, claim or proceeding made, brought or threatened by a third party, including, without limitation, amounts paid in settlement, attorneys’ fees, court costs and other legal expenses arising out of, connected with, and/or relating to (i) your Submission, (ii) your breach of the Agreement, and (iii) your unauthorized use of third-party materials and/or third-party intellectual property rights in connection with your Submission. The provisions of this paragraph will survive termination of the Agreement.
a. Failure to comply with the Agreement may result in the immediate termination of the Agreement and the licenses granted herein, removal of your Submission from the TeePublic Marketplace, suspension of your user account, and other penalties, as determined by TeePublic or Licensor, as applicable, in their sole discretion.
7. Limitation of Liability
a. YOU AGREE THAT IN ANY ARBITRATION OR COURT ACTION HEREUNDER, THE DAMAGES THAT MAY BE AWARDED WILL BE LIMITED TO ANY ACTUAL DAMAGES SUFFERED. IN NO EVENT WILL THE RELEASED PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES 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.
b. YOU WILL HAVE NO RIGHTS TO ENJOIN OR PREVENT LICENSOR FROM TAKING ANY ACT OR ACTIONS IN CONNECTION WITH THE LICENSED PROPERTY OR USE OF YOUR SUBMISSION.
a. In the event of any conflict between these terms and conditions, the Artist Guidelines, and/or the TeePublic User Agreement, these terms and conditions will prevail.
b. TeePublic and Licensor reserve the right, exercised in their sole discretion, to update, change or replace any part of these terms and conditions, the Artist Guidelines, and/or the TeePublic User Agreement by posting updates or modifications on the TeePublic Marketplace. It is your responsibility to check this page and the TeePublic User Agreement periodically for changes. Your continued use of or access to the TeePublic Marketplace following the posting of any changes constitutes your acceptance of those changes.
c. If any provision of these terms and conditions is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of the Agreement will not be affected.
d. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these terms and conditions. e. These terms and conditions, the Artist Guidelines, and the TeePublic User Agreement,
constitute the entire agreement regarding its subject matter and supersedes any and all prior or contemporaneous agreements, understandings, representations or statements of either party, whether by conduct, oral or in writing.