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Creative Submission Agreement – NFT’s

Thank you for submitting your design to RIPT Apparel. Our review of your submission is conditioned on your understanding and agreement to the following provisions as of March 12, 2022:

 

This Creative Submission Agreement (“Agreement”) is effective as of the date of submission of Material (as defined below) by and between Mint Prints, Inc., d/b/a RIPT APPAREL, a Michigan Corporation having a principal place of business at 30771 Milford Rd., New Hudson, MI 48165 and its affiliates (collectively "RIPT") and the person or entity submitting Material (the “Contributor”).  By submitting the Material, the Contributor agrees to all terms and conditions of this Agreement. 

WHEREAS, Contributor has developed, created, and hereby uploads, submits or otherwise makes available to RIPT certain creative materials which may include artwork, images, audiovisual works, product layouts and templates, pattern and color design and artwork, which in certain circumstances may be developed or created using or incorporating artwork and images supplied or made available by RIPT (collectively the “Material”), for development, commercialization sale and licensing, including but not limited to incorporation into and the commercialization, licensing and sale of non-fungible tokens (“NFTs”), including for use in association therewith by RIPT in accordance with the terms recited herein.

   NOW, THEREFORE, RIPT and the Contributor agree as follows:

  1. Status of Contributor. Contributor is entering into this Agreement as an independent contractor and not as an employee of RIPT. Contributor will have no right to enter into any contracts or commitments on RIPT’s behalf without prior written approval.
  2. Development and Acceptance of Material. All of the Material provided under this Agreement will be developed in accordance with RIPT’s request and to RIPT specifications.  Acceptance of the Material shall be solely within the discretion of RIPT.  Contributor shall make changes to the Material upon request by RIPT. Contributor shall furnish, at Contributor’s own expense, the equipment, supplies, and other materials used to create the Material.
  3. Compensation. In the event that your design is chosen and featured on the Site, your design will be for sale as an NFT, on garments and potentially other items for at least 24 hours. For each NFT initial sale bearing your design idea, RIPT will pay you 20% of total revenue from such sale (exclusive of any discounts, coupons, or taxes). For each garment or other non-NFT item sold bearing your design idea, RIPT will pay you 10% of total revenue from such sale (exclusive of any discounts, coupons, taxes, or shipping costs). By submitting your design idea, you understand that RIPT will transfer 1 NFT bearing your design to the wallet address provided and we will only print the number of garments or items sold. RIPT will provide a dashboard indicating the number of NFT’s, garments or items sold bearing your design and the total revenue from such sales (exclusive of any discounts, coupons, taxes, or shipping costs) within 5 days after the close of sale of your design. If RIPT or any sub-licensee of RIPT chooses to sell additional garments or other items bearing the Artist Submission, RIPT will pay you 10% of total revenue (exclusive of any discounts, coupons, taxes, or shipping costs) for every item sold. Except as specifically provided herein, Contributor will not be entitled to any royalties or proceeds or other compensation received by RIPT from the commercialization in any manner of the Material, including any derivative works of the Material and any repackaging or commercialization of the Material in any other field or embodiment, or in any and all media whether now or hereafter known or devised and by any and all technologies and means of delivery whether now or hereafter known or devised. 
  1. Ownership rights.

(a)     Commissioned Works.  In the event that Contributor develops or creates Material specifically for RIPT, such as in response to a post requesting certain materials,  Contributor agrees that all Material is being developed by Contributor for the sole and exclusive use of RIPT and that RIPT shall be the sole and exclusive owner of all right, title and interest therein, including all copyright rights, proprietary rights, exploitation rights therein and any other rights relating thereto, including any right in and to derivative works, in perpetuity throughout the universe, and in any and all media, whether now or hereafter known or devised and by any and all technologies and means of delivery whether now or hereafter known or devised.  In furtherance of the foregoing, Contributor agrees that the Material has been specially ordered or commissioned by RIPT.  The foregoing rights include, but are not limited to: (i) all copyrights in the Material including all rights to register the copyright in the Material, and (ii) all causes of action related to these rights, including all past, present, and future causes of action.  All the Material generated by Contributor is and shall be considered as “Works Made for Hire” as that term is defined in the United States Copyright Act of 1976, 17 U.S.C. § 101, and, as such, shall be owned by and for the benefit of RIPT.  To the extent that the Material, or any portion thereof,  is not copyrightable subject matter or for any reason is judicially determined not to be a “work-made-for-hire”, Contributor will and hereby does assign to RIPT all right, title and interest to the Material, throughout the universe in perpetuity, in all media whether now or hereafter known or devised and by any and all technologies and means of delivery whether now or hereafter known or devised, including without limitation all copyright right, proprietary rights, intellectual property rights therein and any other rights relating thereto, which include without limitation all registration, renewal and reversion rights, and the right to register and sue to enforce such copyrights. 

(b)        Non-Commissioned Works.  Contributor may submit work that has not been commissioned (“Non-Commissioned Work”), on Contributor’s sole initiative to RIPT, and RIPT in its sole discretion shall decide whether or not to accept such Non-Commissioned Work. Contributor shall upon submission of Non-Commissioned Work allow RIPT 30 days to exclusively consider such Non-Commissioned Work for use and if RIPT does not accept such Non-Commissioned Work within the 30 day period, Contributor shall be free to submit the Non-Commissioned Work to a third party.  In the event that RIPT does accept the Non-Commissioned Work, Contributor agrees that the Non-Commissioned Work shall become Material and governed by the terms and conditions of this Agreement. 

(c) During the term and after termination of this Agreement, Contributor agrees to execute and deliver any documents RIPT deems reasonably necessary to perfect RIPT’s ownership interests in the Material without any additional consideration, including in creating NFTs related to the Material. Without limiting the foregoing, it is understood and agreed that Contributor will retain no rights whatsoever in or to the Material, and waives any and all claims Contributor may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to such Material.  Assignment of the Material is effective as of the date of this Agreement stated above, or as soon as the Material is fixed in a tangible medium of expression, or for Non-Commissioned Work upon acceptancy by RIPT of the Non-Commissioned Work.  RIPT has the right to use or not use the Material and to use, reproduce, re-use, alter, modify, edit or change the Material as it sees fit and for any purpose, including without limitation in association with NFTs, in virtual realty worlds, and the metaverse.  Contributor shall not at any time during this Agreement and for a period of three years after termination of this Agreement create, develop, sell or commercialize the Material or products that include or incorporate the persons depicted in the Material commissioned by RIPT. 

(d)  Use of Contributor's Name, Likeness, and Information. Contributor hereby grants to RIPT and its affiliates, and each of their respective direct and indirect successors, licensees, and assigns, the right to use Contributor's name and image, likeness, and biographical and professional information, including information Contributor provides to RIPT and any other information about Contributor that is publicly available, in connection with the Production and advertising and promotion of the Production in perpetuity, throughout the universe, in any and all media whether now or hereafter known or devised, and by any and all technologies and means of delivery whether now or hereafter known or devised, without further consent from or any royalty, payment, or other compensation to Contributor. Any acknowledgment or credit of Contributor in connection with the Production, if any, shall be determined by RIPT in RIPT's sole discretion.

  1. Warranties and Representations by Contributor.

(a).    Contributor warrants and represents that the Material furnished by Contributor will be original and no part of the Material will infringe upon or violate the rights of any person or entity, including, without limitation, any copyrights, trademarks or rights of privacy or publicity.

(b).    Contributor warrants and represents that Contributor and Contributor's employees, owners, agents, illustrators, contributors and contractors are not encumbered by any third party, via agreement, employment or other legal relationship or otherwise, with respect to the delivery of the Material as a work-made-for-hire or to assign to RIPT the rights in such, as set forth in this Agreement.  Contributor will not use any third party to help create or develop the Material unless Contributor first obtains a written agreement from such third party that assigns to Contributor, at no cost to RIPT, all of the third party's right, title, and interest in and to the Material and any intellectual property rights therein.  Contributor warrants and represents that each of Contributor's employees, consultants, contractors, partners, agents and affiliates who have been or will be involved in the performance of Contributor's obligations under this Agreement have signed or will sign an agreement with Contributor conveying to Contributor all rights as necessary for Contributor to meet its obligations under this Agreement.

(c).    In the event Contributor breaches any warranty or representation contained in this Agreement, Contributor agrees to indemnify and hold RIPT harmless from and against any costs, expenses, attorney's fees or other damages that may be incurred by RIPT as a result of Contributor's breach.

(d).    To the extent that Contributor incorporates any of its intellectual property, including any idea, development, improvement or work of authorship, and including all related information, whether copyrightable or not, which is not conceived, reduced to practice, created or otherwise originating under, or resulting from the performance of this Agreement, into the Material, Contributor hereby grants to RIPT, and its present and future affiliates, a non-exclusive, world-wide, paid-up, irrevocable royalty-free, assignable, sublicensable, and perpetual license to practice, and to make, have made, use, offer to sell, sell and import, articles, compositions, devices and/or methods under any such intellectual property right (including, without limitation, the right to reproduce, modify, distribute, display publicly, perform publicly, sell or license with NFTs, and make derivative works based upon any applicable copyright work, use, sell or license in association with any virtual world or the metaverse, and in any and all media, whether no or hereafter known or devised and by any and all technologies and means of delivery whether now or hereafter known or devised). 

  1. Term and Termination. This Agreement will be deemed effective as of the date hereof as stated above and will continue until terminated by either party upon written notice (the “Term”).  Termination shall be effective upon the receipt of such notice unless another effective date is set forth in the notice.  Paragraphs 4, 5, 6, and 7 shall survive termination of this Agreement.
  2. Miscellaneous.

      (a).  This Agreement is the sole and exclusive understanding of the terms between Contributor and RIPT with respect to the subject matter hereof and any prior agreements, whether oral or written are merged into this Agreement.  If any provision of this Agreement is held to be prohibited or invalid under any applicable law, such provision shall be invalid only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. This Agreement may be amended only by an instrument in writing signed by each of the parties.  No course of dealing between or among the parties shall be deemed to change any provision of this Agreement.

      (b).  Contributor shall not assign or otherwise transfer any of its rights or delegate or otherwise transfer any of its obligations or performance under this Agreement.  RIPT may freely assign or otherwise transfer all or any of its rights or delegate or otherwise transfer all or any of its obligations or performance under this Agreement, without Contributor’s consent.

      (c). All rights and licenses granted by Contributor under this Agreement are and will be deemed to be rights and licenses to "intellectual property," and all Work Product is and will be deemed to be "embodiment[s]" of "intellectual property," for purposes of, and as such terms are used in and interpreted under, Section 365(n) of the United States Bankruptcy Code (the "Code") (11 U.S.C. § 365(n)). RIPT shall have the right to exercise all rights and elections under the Code and all other applicable bankruptcy, insolvency, and similar laws with respect to this Agreement and the subject matter hereof.

      (d). This Agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States located in the City of Detroit, or the courts of the State of Michigan located in Oakland County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.