Elite Sportswear, L.P. – Content Submission Contribution Terms (“Contribution Terms”)

The following Contribution Terms govern your (“You” or “Your”) submission of logo or brand content (such submission, the “Contribution”) to Elite Sportswear, L.P.. BY CLICKING “I ACCEPT,” YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE CONTRIBUTION TERMS AND THAT YOU AGREE TO BE BOUND LEGALLY BY THEM. IF YOU DO NOT AGREE, DO NOT SUBMIT YOUR CONTRIBUTION.

1. License Grant. By submitting Your Contribution, You hereby grant Elite Sportswear, L.P., those acting under its permission and upon its authority, and those for whom Elite Sportswear, L.P. is acting, a non-exclusive, sublicensable, worldwide license to use Your Contribution in its fulfillment of your custom apparel order (“Order”). There is no right to use any Elite Sportswear, L.P. trademarks, and all rights to Elite Sportswear, L.P. technology and intellectual property are reserved.
2. Representations and Warranties. With respect to Your Contribution, You represent and warrant the following: (i) You either own all rights, title, and interest in Your Contribution or have the full right, power and authority to grant the rights granted herein, free and clear of any claims, liens, encumbrances, or violations of any other agreement; (ii) Your Contribution is either your original work or You maintain all rights necessary from third parties in order to submit and allow Elite Sportswear, L.P. to utilize Your Contribution in connection with the Order; (iii) Your Contribution does not and will not violate, misappropriate, or infringe the rights of another party (or person) including, without limitation, patent, trademark, trade secret, copyright, publicity, privacy or other proprietary rights, and use by Elite Sportswear, L.P. does and will not violate any applicable laws, (iv) Your Contribution does not impersonate or misrepresent Your affiliation with any person, organization, team, or entity, (v) You are not aware of any investigation, claim, or litigation involving Your Contribution; (vi) Your Contribution does not contain or depict text or imagery that is threatening, defamatory, libelous, deceptive, fraudulent, or sexually explicit; and (vii) You are at least of the legal age of majority and have every right to contract in Your own name.
3. Indemnification. You hereby agree to indemnify and hold harmless Elite Sportswear, L.P., its employees, agents, successors, licensees, and assigns, from and against any and all damages, liabilities, judgments, costs and expenses, including reasonable legal fees, arising out of any claims regarding (a) Your Contribution, including any third-party allegations that Your Contribution violates the intellectual property or proprietary rights of a third party or person; or (b) Your breach of any term hereunder. You will undertake the defense or settlement and all related costs and expenses of any such claim or action, though You may not agree to any settlement without the prior written consent of Elite Sportswear, L.P. if such settlement would cause Elite Sportswear, L.P. to acknowledge any wrongdoing or have a judgment entered against it. Notwithstanding the foregoing, Elite Sportswear, L.P. will have the right to undertake the defense of any claim asserted against it at Your expense in the event that (i) You fail to assume the defense of such claim, (ii) Elite Sportswear, L.P. reasonably determines that an adverse outcome could be material to Elite Sportswear, L.P.’s business, goodwill, or operations, (iii) there are conflicts between Elite Sportswear, L.P.’s and Your interests in such litigation, or (iv) Elite Sportswear, L.P. reasonably believes that You does not have the financial resources needed to satisfy its indemnification obligation in the event of an adverse outcome, provided that any settlement of such claim by Elite Sportswear, L.P. will be subject to the consent of You, not to be unreasonably withheld.
4. Term. These Contribution Terms will take effect at the moment You click “I ACCEPT” or submit Your Contribution to Elite Sportswear, L.P., whichever occurs first, and are effective until terminated as set forth below. Without limitation, These Contribution Terms will terminate on the earlier of earlier termination or completion of the Order.
5. Limitation of Liability. YOU AGREE THAT ELITE SPORTSWEAR, L.P. SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF SUBMISSION OR USE OF YOUR CONTRIBUTION, OR THE DETERMINATION OF ANY AWARD BY YOU OR ANYONE ELSE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ELITE SPORTSWEAR, L.P. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITATION OF THE FOREGOING, THE TOTAL LIABILITY OF ELITE SPORTSWEAR, L.P. FOR ANY CLAIMS RELATING TO YOUR CONTRIBUTION OR THESE CONTRIBUTION TERMS SHALL NOT EXCEED $100 (USD).
6. Miscellaneous. These Contribution Terms are governed by the laws of the State of [New York]. You also agree that You and Elite Sportswear, L.P. are independent contractors only and that these Contribution Terms may not be construed as creating a partnership, joint venture, employment, or agency relationship with Elite Sportswear, L.P.. These Contribution Terms constitute the entire agreement between You and Elite Sportswear, L.P. relating to the subject matter hereof and supersede and replace all prior oral or written agreements concerning Your Contribution. These Contribution Terms shall be binding on and shall inure to the benefit of You and Elite Sportswear, L.P. and their respective successors, heirs, and assigns. If any provision of these Contribution Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Contribution Terms shall otherwise remain in full force and effect and enforceable. Elite Sportswear, L.P.’s failure to enforce any term or condition of these Contribution Terms shall not constitute a waiver of any right or remedy or of such term or condition.