B. Electronic Communications
When you visit our Site or send e-mail to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all notices, disclosures, and other communications that we make electronically satisfy any legal requirement that such communications be in writing.
C. Changes To This Site/Right To Terminate/Sale of Company
D. Access and Availability of Services and Links
The Site may contain links to other websites. Interactions that occur between you and the third party sites are strictly between you and such sites, and are not the responsibility of Byco. We are not responsible for examining or evaluating, and do not warrant the offerings of, any of these businesses or individuals or the content of their sites. Byco does not assume any liability or responsibility for the actions, product, availability or content of these outside resources. We encourage you to read those third party sites’ applicable Terms and Privacy Policies.
F. Choice Of Law; Arbitration
II. YOUR RESPONSIBILITIES
A. Intellectual Property and Site Materials
Unless otherwise stated or agreed, all content on this Site, such as text, images, logos, button icons, audio clips, data compilations, and software, is the property of Byco, a Creator, or other third parties. These contents are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws. Byco grants to you a limited license to copy its content for your personal use, for example by downloading, printing, or saving to your individual storage medium. You must not remove or alter any proprietary notice included in the content. This limited license does not apply to any copyrighted materials on this Site that are owned by third parties. You are solely responsible for determining whether and under what conditions you may download, print, or otherwise use the copyrighted material of third parties.
The Site, Byco graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of Byco or its subsidiaries. Byco trademarks and trade dress may not be used in connection with any product or service that is not Byco’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Byco. All other trademarks not owned by Byco or its subsidiaries that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Byco or its subsidiaries.
iii. Copyright Complaints
If you believe that your work has been used on our Site in a way that infringes your copyright, please contact us at the address listed below.
iv. Additional terms
You may not use data-mining, robots, or any other data-gathering and extraction tools. You may not use webpage frames to enclose any part of the Site. You may not use any metatags or other hidden text that includes Byco trademarks or trade names. You may not use the Site for any unlawful purpose.
You agree that any information, feedback, questions, and / or comments ("Submissions") that you make to us via this Site will be considered non-proprietary and non-confidential. We shall have no obligations of any kind with respect to any Submissions and shall be free to reproduce, use, disclose and/or distribute any Submissions for any purpose whatsoever, without limitation. You also agree that we shall be free to use any ideas, concepts or techniques embodied in the Submissions for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products or services incorporating such ideas, concepts, or techniques, without attribution. In addition, you hereby waive all moral rights you may have in any materials uploaded or sent to us by you.
B. Prohibited Conduct
You may use this Site for lawful purposes only. You may not submit or transmit through the Site any material or engage in any conduct that:
1. violates or infringes the rights of others, including without limitation, patent, trademark, trade secret, copyright, publicity, or other proprietary rights;
2. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortiously interferes with another, or contains explicit or graphic descriptions, or accounts of, sexual acts;
3. is libelous, obscene, threatening, defamatory, pornographic, profane, sexually explicit, abusive, is otherwise objectionable, or which otherwise violates any law, rule or regulation or the rights of a third party;
4. forges e-mail headers or otherwise disguises the origin of any communication;
5. victimizes or harasses, degrades, or intimidates any individual or group of individuals;
6. impersonates any person, business or entity including Company and its employees or agents;
7. contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telephonic (including cable) equipment and/or is likely to harm Company’s or a third party's computer system;
8. allows for you or any third party to unlawfully access the computer of a third party or a computer network;
9. encourages conduct that constitutes a criminal act or that gives rise to civil liability;
C. Information Provided On The Site
We take commercially reasonable efforts to ensure that information posted on the Site is accurate, correct, and updated. Please note that despite our efforts, we do not warrant that all content is current, complete, or accurate, and reserve the right to reject any request or order based on inaccurate or out of date information. If you have questions about any particular information, please contact us for further details.
III. ADDITIONAL TERMS
You may sign up to receive e-mail from Byco by providing your email address and other information to us. While we attempt to ensure that all information in any e-mail we distribute is accurate, we do not warrant that the information will be error free and reserve the right to reject any order or request based on inaccurate or out of date information.
B. Downloads and Uploads
The Site may also offer the opportunity to upload content to and/or transmit content. You agree that your uploading and/or transmittal of content does not violate any of provisions set forth herein. If you upload content to the Site and/or transmit content from the Site, you grant to Byco a non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable right to use, reproduce, modify, publish, create derivative works (including products) from, distribute, and display such content throughout the world in all media. You grant to Byco the right to use the name that you submit in connection with such content. You warrant that you own or otherwise control all of the rights to such content, that it is accurate, and that its use does not violate this policy and will not injure any person or entity. Byco has the right but not the obligation to monitor, edit, and remove any posted content, and assumes no liability for any such content.
IV. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THIS SITE IS PROVIDED "AS IS" AND "AS AVAILABLE." YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THE COMPANY DOES NOT WARRANT THAT THE CONTENT OF THIS SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE OPERATION OF THIS WEBSITE IS RELIABLE OR ERROR-FREE, OR THAT TRANSMISSIONS FROM THIS WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. THE COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEBSITE, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, AND PUNITIVE DAMAGES. SOME STATE LAWS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY. THOSE LAWS MAY GIVE YOU ADDITIONAL RIGHTS UNDER THE DISCLAIMERS ABOVE.
V. CONTACTING US
Last updated: April 9, 2013
I. THE SITE
A. Legal Contract
Welcome to “www.byco.com” (the “Site”) and thank you for agreeing to submit your design (the “Design”). By submitting a Design, you are considered a “Creator” and you agree to these Creator Submission Terms (“Submission Terms”), which constitute a legal agreement regarding your Design. If you do not agree to these Submission Terms, please do not submit a Design.
B. Changes to these Terms
We may change these Submission Terms at any time. The Submission Terms applicable to your Design are those posted at the time of your submission.
C. Electronic Communications
When you visit the Site or send e-mail to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all notices, disclosures, and other communications that we make electronically satisfy any legal requirement that such communications be in writing.
D. Changes To This Site/Right To Terminate
We may change or discontinue this Site or any feature on it at any time with or without notice.
To the extent that you violate any of these Submission Terms, you agree to indemnify and hold us harmless as to the civil and/or criminal consequences of your actions, including costs and attorney fees where relevant.
II. THE SUBMISSION PROCESS
A. Stage 1 – Submission of Design.
You will submit your Design in accordance with the Guidelines set forth on the Submission Page.. Upon your submission of your Design, we reserve the right to create, or not create, a prototype. The Guidelines include such things as style type, type of fabric, fabric subtype, color, number of notations (buttons, zippers, etc.), as detailed. Your Design and specifications are then vetted by us according to various heuristics for feasibility, as well as prototyping costs, production costs, and minimum order quantity (“MOQ”) for mass production. We may communicate with you to work out issues which may impede the production process. If we choose to create a prototype, we will provide you with the opportunity to accept or reject the prototype.
i. Copyright ownership: (a) If you reject the prototype, you retain all ownership rights in and to any and all interests in your Design. You further grant to us the licenses set forth below, but your name will not be associated with the design in promotion or branding.
(b) If you accept the prototype, you retain all ownership rights in and to any and all interests in your Design. You further grant to us the licenses set forth below.
B. Stage 2 – Post of Prototype to Curator portion of Site for Review and Potential Funding.
Once your prototype is approved, it is made available on the Site for review by Curators. The prototype will be posted on the Site for a specified period of time for Curators to decide whether to fund. Among the details posted along with the prototype are the MOQ and retail price. If the prototype becomes fully funded by Curators, it will move to Stage 3.
C. Stage 3 – Post of Produced Prototype to Shopping portion of Site.
Once the prototype is produced, it is posted on the Shopping portion of the Site, whether shoppers may commit to buying the item. It will be posted for a specified period of time for Shoppers to decide whether to purchase or not.
Notwithstanding any of the foregoing, Company reserves the right at any time to choose not to move forward with any Design, prototype, Curator, Shopper, or any designer.
By submitting a Design, you provide the following license grants in and to all elements of your Design to which you have rights:
A. One Year Exclusive: Upon Company’s decision to produce a prototype, you hereby irrevocably grant the Company, its parents, subsidiaries, affiliates, successors, related companies, licensees, assignees, and third parties acting on Company’s behalf, the right to use, exhibit, license, sub-license, distribute, perform, post, display, copy, publish, promote, re-format, and exploit the Design, in whole or in part, alone or in combination with other content or material, for any purpose whatsoever, in any and all media now known or in the future devised. The License shall be on a worldwide exclusive basis for a period of one year from the date of the Company’s posting of the prototype to the byco.com website for online sales.
B. License in Perpetuity After One Year Exclusive Period: Upon expiration of the one year exclusive period, the license shall be considered a worldwide, non-exclusive, perpetual license. Company shall have continue to have non-exclusive lifetime rights to sell the item.
C. Non-Internet Sales: During the One Year Exclusive period, all sales will take place through the Internet, but if Company opens any traditional brick and mortar stores or creates distribution and sales partnerships with existing brick and mortar stores, Company may sell through such stores. Upon expiration of the One Year Exclusive period, Company shall have the right of first refusal to distribute products to any and all brick and mortar stores.
D. Wholesale Distribution: should byco have a wholesale distribution relationship established for this product byco retains exclusive licenses for the duration of the wholesale relationship + 6 months.
IV. ADDITIONAL TERMS AND CONDITIONS
A. Intellectual Property. You warrant and represent that the Design submitted do not infringe the rights of any third party, and are original to you. You further acknowledge and agree that your submission of a Design and these Submission Terms do not in any way result in you acquiring any right, title, interest, or other claim of ownership in any of Company’s property, the Site, or any other elements that may go into producing a product based on your Design. Unless approved by the Company, you agree that you will only make use of the Design to perform your obligations under these Submission Terms and will not make any use in any way whatsoever the Design on your own behalf, or on behalf of, or at the direction of, any third party, nor will you encourage or assist any other party in making use of the Design on behalf of any third party.
B. Multiple Creators. We recognize that people may work collaboratively on designs. We will consider all Designs submitted by one Creator. If the Design is the result of a collaboration between multiple individuals, we will not participate in any disputes over ownership. To the extent a dispute arises as to any rights regarding the Design or the Creator’s rights under these Terms, you and anyone claiming to have participated as a Creator shall indemnify us as described below for any and all costs, expenses, fees, claims, or liabilities incurred as a result of such dispute.
C. Indemnification. You shall indemnify and hold Company harmless from and against all liabilities, losses, costs, expenses, including reasonable attorneys’ fees, and damages arising out of or resulting from any misconduct or negligent act or omission of you in your performance under these Terms, or from any violation by you of any municipal, state, or federal law, rule, or regulation applicable to your performance, or from any breach of warranty or representation. Indemnification under this provision shall survive termination of this Agreement.
D. Governing Law. The provisions hereof shall be interpreted in accordance with the laws of the State of New York, exclusive of its conflict of law rules. You agree that any dispute arising under this Agreement will be resolved solely and exclusively by confidential binding arbitration under the commercial arbitration rules of JAMS in effect at the time the arbitration is initiated. The arbitration shall be held in New York, New York. Each party shall pay its own attorneys’ fees and costs related to the arbitration and one-half of the arbitrator’s fees. You hereby irrevocably and unconditionally consent to submit to the jurisdiction of the federal and state courts located in New York for any litigation (outside the mandatory arbitration) arising out of or relating to these Terms and the rights of the parties hereunder, and agree not to commence any litigation relating thereto except in such courts. You further agree that any and all disputes, claims, and causes of action arising out of or connected in any way regarding the Company will be resolved individually, without resort to any form of class action.
E. Assignment. The rights provided to you hereunder are personal to you and may not be assigned without Company’s approval. This Agreement may be assigned by the Company. The assignee’s rights and obligations under this Agreement shall be the same as those of the Company, and Company will consequently be relieved of any and all obligations under this Agreement.
F. No waiver. The failure by either party to object to any breach of these Terms, or to enforce at any time or for any period any provision of these Terms, shall not constitute a waiver of such provision or of such party’s rights or remedies, or consent to the modification.
Q. If my design is sold on BYCO, can I sell it someplace else?
A. You can sell your design any where you would like, but for the first three months, it must be manufactured through BYCO.
Q. Who has the rights to my design?
A. You have the complete rights to your design. BYCO licenses the exclusive rights to your design for three months starting when the design goes on the BYCO SHOP site.
Q. As a designer, can I buy a minimum order and receive a discount?
A. Kind of. If you act as both designer and funder and purchase a minimum quantity for your design, we can give you 30% off the retail price.
Q. In what formats do you accept designs?
A. We request at least one image to illustrate your design - this can be a photograph, a hand-drawing, a vector illustration, or anything you think is necessary for us to understand your design. We also accept muslin samples.
Q. What is a prototype?
A. Once a design receives its funding, we turn it into a prototype. The prototype is the actual piece, in the chosen materials, which will appear on the shopping site. You will have an opportunity to approve your prototype once we construct it and before we place it on the shopping site.