DESIGNER AGREEMENT

BY CLICKING THE “ACCEPT” BUTTON (BELOW) USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE “CANCEL” BUTTON (BELOW) INDICATING NON-ACCEPTANCE MUST BE SELECTED.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. PLEASE NOTE THAT BY AGREEING TO THE TERMS AND CONDITIONS PROVIDED HEREIN YOU MAY BE TRANSFERRING VALUABLE INTELLECTUAL PROPERTY RIGHTS TO JAMECO FOR ITS COMMERCIAL USE.

Definitions

Club Jameco is a proprietary website (the “Site”) owned and operated by Jameco Electronics (“Jameco”) which allows electronics enthusiasts, consumers and hobbyists to discuss, create, buy and sell electronics projects and kits. Club Jameco offers a way to connect the electronics enthusiasts (builders) with the electronics designers (creators).

Designer means an electronics hobbyist and/or engineer who submits a Project Brief and/or Kit/Project Design (below) to Club Jameco for peer review, approval and, if approved, for marketing and sale by Jameco to consumer-enthusiasts.

Kit/Project Design means an electronics project that consumer-enthusiasts can build on their own. A Designer identifies the list of parts required for the project and uploads to Jameco step-by-step instructions for building the kit along with photos. A project is a DIY (do it yourself) build that could do almost anything that a fellow electronics hobbyist might want to build on his/her workbench. If approved, Designer may receive royalties from sales of their Kit/Project Designs, as provided herein.

Project Brief is the first step in the Kit/Project Design submission process and involves a short, written description of the Designer’s Kit/Project Design idea/project. Jameco will do a viability review to ensure that the proposal is an electronics project that has some relevance to the industry and also ensure that there are no other identical, or similar, projects under consideration by Jameco or on the market. If approved, Jameco will publish the Project Brief on the Club Jameco website for review and comment by other enthusiasts.

Intellectual Property Rights means any invention, writing, trade name, trademark, service mark, mask work, printed circuit board, layout, or any other material and/or idea registered or otherwise protected or protectable under state, federal, or foreign patent, trademark, copyright, trade secret or similar laws.

1. Proprietary Rights in Site & Content

The Site, and all Site content, is the property of Jameco, with all rights reserved. No Site content may be modified, copied, distributed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Jameco’s prior written permission. Any exceptions to this provision as they relate to Designer’s Intellectual Property Rights are expressly provided herein.

 

2. Designer’s Representations & Warranties

 

By using the Site, Designer represents and warrants that Designer is 18 years or older. If Designer is a minor, Designer’s parent or legal guardian must review and accept all of the terms of this Agreement on behalf of the minor-Designer. All references to the term “Designer” in this Agreement shall include a Designer who is 18 years or older, or any parent or legal guardian accepting the terms of this Agreement on behalf of a minor-Designer. Participation in this Site is void where prohibited.

Designer agrees to and will abide by all of the terms and conditions of this Agreement and that all information provided to Jameco by Designer is truthful, accurate and complete.

Designer represents and warrants that Designer has the power and authority to enter into this Agreement, that Designer has sole rights, title and interest to the Intellectual Property Rights to the Project Brief and/or Kit/Project Design and supporting documents, and has no knowledge as to any third party claims regarding the proprietary rights in the Project Brief and/or Kit/Project Design which would interfere with the rights granted under this Agreement.  Designer represents and warrants that, to the best of Designer’s knowledge, the document submitted providing instructions for Kit/Project assembly is the Designer’s original work and not the copyrighted work of another, and that the Kit/Project is not the subject of a patent, or pending patent, that would conflict with the rights being conferred in this Agreement.

Designer agrees to defend, indemnify and hold harmless Jameco, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors, successors and assigns from all damages and liabilities, claims and expenses, including without limitation attorney’s fees and costs, arising out of any breach by Designer of this Agreement including, but not limited to, any breach of Designer’s Representations and/or Warranties, above.

3. Ownership and Grant of Exclusive License

Designer retains 100% of the ownership/Intellectual Property Rights to the submitted Project Brief and/or Kit/Project Design and all other documentation submitted to Jameco related to the Project Brief and/or Kit/Project Design. Designer may, but is not obligated to, seek, in Designer’s own name and own expense, appropriate patent, trademark and/or copyright protection for the Kit/Project Design.

Designer hereby grants to Jameco, and Jameco hereby accepts, an EXCLUSIVE, WORLDWIDE, PERPETUAL, IRREVOCABLE license to brand, develop, build, promote, market, distribute and sell Designer’s Project Brief and/or Kit/Project Design. Designer hereby grants to Jameco the exclusive right to exhibit and/or market the Project Brief and/or Kit/Project Design in whole or in part on Jameco-owned and/or authorized and/or affiliated websites or in Jameco-authorized promotional materials. Designer hereby grants to Jameco the exclusive right to store and transmit digital versions of the Project Brief and/or Kit/Project Design to facilitate production, distribution and sale of the Kit/Project Design.

SAID EXCLUSIVE LICENSING RIGHTS IN FAVOR OF JAMECO ARISE UPON DESIGNER’S SUBMISSION OF A KIT/PROJECT DESIGN TO JAMECO FOR REVIEW.

 

Definition of Licensing Terms

EXCLUSIVE LICENSE means a contract in which the Designer-owner of Intellectual Property Rights (defined above) authorizes Jameco to exercise and use those Intellectual Property Rights according to the terms of this Agreement to the exclusion of all other persons and/or entities and/or third parties. Designer-owner of said Intellectual Property Rights shall not be allowed to grant, license, assign or otherwise transfer said Intellectual Property Rights to another person and/or entity and/or third party during the term of this Agreement. Designer-owner is likewise prohibited from using or exercising said Intellectual Property Rights himself/herself in any way that limits and/or impairs and/or compromises the rights granted herein to Jameco during the term of this Agreement.

The Exclusive License granted herein to Jameco does not prohibit a Designer-owner from himself/herself marketing and selling his/her Kit/Project Design to third parties.

WORLDWIDE LICENSE means a license involving or extending throughout the entire world; without geographic limitation, including all countries and territories of the world.

PERPETUAL LICENSE means a license with no expiration date.

IRREVOCABLE LICENSE means a license that cannot be changed, modified, rescinded, altered or revoked except as provided in this Agreement.

4. Commission

Designer shall receive a Commission for each Kit/Project Design sold by Jameco as follows:

Quarterly Kit/Project Design Sales Commission Payment

_____________________________________________________

First $200 in sales each quarter = 5% of Net Sales

Sales above $200 and up to $500 each quarter = 8% of Net Sales

Sales above $500 each quarter = 10% of Net Sales

“Net Sales” means total sales in US Dollars exclusive of shipping and any taxes and net of any customer returns.

Commission payments will be made to Designer within 60 days of the end of the business quarter in which the sale(s) is/are made. For example, any sales made in February will be paid within 60 days of March 31st.

Royalties are paid by check mailed to the Designer’s address as supplied in the

Designer’s Account. Checks not cashed by the Designer within 90 days of issue will be cancelled by the bank and subject to a $25 administrative fee if the Designer requests a replacement check. The Designer is responsible for maintaining a current mailing address and current e-mail address in the My Account section of Club Jameco. Failure to maintain current contact information may result in the delay, or forfeiture, of Commission payments.

Any Commission check which is returned as undeliverable due to an outdated address in the My Account section of Club Jameco will be re-issued to the Designer within 90 days of Designer’s request (administrative fees, defined herein, apply).

5. Jameco Service Terms and Limitations

a. Project Review and Approval

Jameco, in its sole discretion, will determine whether a particular Project Brief and/or

Kit/Project Design will be approved, published and marketed by Jameco on the Club Jameco and Jameco websites. Jameco’s review and approval process is proprietary. See FAQs [link] for further information about the review and approval process.

Whether approved or not approved, Jameco shall have the right to maintain indefinitely all Project Brief content, comments and other postings submitted to and/or posted on the Club Jameco website and/or Jameco owned and/or affiliated and/or authorized website(s). This provision shall survive termination of this Agreement.

Jameco shall review a submitted Kit/Project Design and notify Designer of Jameco’s decision regarding approval or rejection in a commercially reasonable time. Rejection by Jameco of a Designer’s Kit/Project Design shall terminate this Agreement between the parties as to the particular rejected Kit/Project Design only.

b. Pricing

Jameco, in its sole discretion, shall set the retail price for each Kit/Project Design. See FAQs [link] for further information about the price setting process.

c. Marketing

Approved Kit/Project Designs will be published for sale on both the Jameco and Club Jameco websites. Club Jameco shall have sole discretion as to the manner and/or content of publication. Additionally, Jameco may, but is not required to, use other marketing vehicles to promote and sell the Kit/Project Design.

d. Sales Data

Once Designer’s Kit/Project Design has been approved and marketed, Designer can track sales data for Designers’ Kit/Project Design in the My Account section of Club Jameco. Sales data will be updated by Jameco on a weekly basis.

e. Technical Assistance

Jameco’s technical team is available during business hours to answer component related questions as they may arise, however Jameco will NOT help Designer design or build the Kit/Project Design nor will Jameco act as consultant or partner on the Kit/Project Design project.

6. Term & Termination

This Agreement shall commence upon “Acceptance” by Designer of the terms and conditions herein (as indicated by clicking the “Accept” button below) and shall continue for as long as Jameco continues to offer the licensed Kit/Project Design for sale to the public, or unless sooner terminated pursuant to the termination provisions of the Agreement, below, or as otherwise provided herein.

a. Designer’s Right to Terminate

Designer shall have the right to terminate this Agreement for the following reasons only:

(1)     Jameco fails to pay Royalties to Designer when due, and such failure is not cured by Jameco within 30 days after written notice from Designer.

(2) Jameco fails to maintain accurate Sales Data for Designer’s Kit/Project Design, and such failure is not cured by Jameco within 30 days after written notice from the Designer.

(3) Jameco fails to publish, or discontinues publishing, the Kit/Project Design on the Club Jameco and Jameco websites, and such failure is not cured by Jameco within 30 days after written notice from the Designer.

b. Jameco’s Right to Terminate

Jameco shall have the right to terminate this Agreement for the following reasons including, but not limited to:

(1) Decision by Jameco, in its sole discretion, that the Kit/Project Design is no longer commercially viable or is inconsistent with Jameco’s business objectives.

(2) Any material breach of this Agreement by Designer.

(3) Designer’s failure to provide current and accurate information and support as required in the Designer’s Support & Continuing Responsibilities provision, paragraph 8, below.

(4) Designer’s rejection of Jameco’s proposed change in terms and conditions of this Agreement as provided in the Change in Terms provision, paragraph 7, below.

7. Change In Terms

Jameco may, from time to time, modify, add and/or delete any of the terms and conditions of this Agreement. Notice to Designer of any such changes will be made pursuant to the Notice provision of this Agreement, paragraph 19, below. Designer shall have the opportunity to expressly Accept or Reject said changes by return notice to Jameco. If Designer chooses to Reject the proposed change(s), in whole or in part, Jameco, in its sole discretion, shall have the right to terminate this Agreement. Designer’s failure to communicate to Jameco Designer’s express Acceptance or Rejection of the proposed change(s) within 30 days of Notice to Designer by Jameco shall be deemed an acceptance of the proposed change(s) in its/their entirety.

8. Designer Support & Continuing Responsibilities

a. Support and Contact.

Designer is required to maintain in Designer’s Account current, accurate and complete contact and personal information as prompted by the registration forms. Kit/Project Designs may need support over time. For example, Designer may need to update the bill of materials as components change or become unavailable, or answer customer inquires about confusing instructions or technical issues related to the Kit/Project Design. Designer will not be expected to deal directly with customers but must respond in a timely fashion to reasonable inquiries by Jameco about Kit/Project Design issues and questions as they may arise. Failure to support the Kit/Project Design may jeopardize the sale of the product and/or the compensation for the sale of the product.

b. Tax Withholding & Related Information

Designer acknowledges and agrees that Designer shall be responsible for all taxes due on any Commission payments made to Designer by Jameco. A Designer who earns more than $600 in a single year shall furnish Designer’s social security, or Federal Employment Identification Number, to Jameco upon request.

9. Prohibited Uses

Designer is solely responsible for any and all acts and omissions that occur under Designer’s account and/or password, and Designer agrees not to engage in unacceptable use of the Site, which includes, without limitation, use of the Site to: (a) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (b) disseminate or transmit material that, to a reasonable person may be abusive obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (c) disseminate, store or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (e) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (f) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Service or any other computer network; (g) disseminate, store or transmit viruses, Trojan horses or any other malicious code or program; or (h) engage in any other activity deemed by the Jameco to be in conflict with the spirit or intent of this Agreement.

10. Indemnity & Right of Action

a. Products Liability

Designer agrees to defend, indemnify and hold harmless Jameco, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors, successors and assigns from all damages and liabilities, claims and expenses, including without limitation attorney’s fees and costs, and including, but not limited, to negligence and/or products liability claims for injury to person or property, or other economic injury, arising out of Designer’s Kit/Project Design.

b. Intellectual Property Rights Infringement

Designer agrees to defend, indemnify and hold harmless Jameco, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors, successors and assigns from all damages and liabilities, claims and expenses, including without limitation attorney’s fees and costs, arising from any claims by third parties that Designer’s activity on the Site and/or Designer’s Project Brief, Kit/Project Design or other content infringes upon, violates or misappropriates their Intellectual Property Rights (including, but not limited to, copyrights, trademarks, patents, and licenses) or discloses their proprietary information.

                c. Jameco Right of Action

Jameco, in its sole discretion, shall have the right to commence and/or defend any legal action/proceeding on behalf of Designer in order to secure, protect and/or enforce the rights contained herein including, but not limited to, the prosecution of infringement actions against third parties.

11. Service Interruptions and Site Changes

Jameco reserves the right to interrupt the Site with or without prior notice to Designer for any reason or no reason. Designer agrees that Jameco will not be liable for any Site interruptions, delay or failure to perform. Jameco reserves the right at any time and for any reason to change and/or eliminate any aspect of the Site as Jameco sees fit in its sole discretion.

12. Site Ownership

Designer agrees and acknowledges that while Designer retains Intellectual Property Rights with respect to Designer’s Project Brief and Kit/Project Design, Designer does not own the account Designer uses to access the Site, nor does Designer own any of the data that Jameco stores on the Site.

13. Content Monitoring

Jameco is not responsible or liable in any manner for any user content posted on the Site or in connection with Jameco’s services. Although Jameco provides rules for user conduct and postings, Jameco does not control and is not responsible for what users may post, transmit or share on the Site and is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable Site content Designer or any user may encounter on the Site.

14. Privacy

Club Jameco’s Privacy Policy can be accessed by clicking here.

15. Governing Law & Remedies

This Agreement shall be governed and construed in accordance with the laws of the State of California and US Copyright laws. In addition to all legal rights and remedies available for breach of this Agreement, the parties understand and agree that equitable remedies may provide the only adequate remedy for certain breaches of this Agreement.

16. Venue

The parties consent to the exclusive jurisdiction of the state and federal courts located in either San Mateo County, California or Santa Clara County, California, USA, in any action arising out of or relating to this Agreement. The parties waive any other venue to which either party might be entitled by domicile or otherwise.

17. Waiver

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

18. Invalidity

If any provision of this Agreement is invalid under applicable statute or rule of law, it is to be considered omitted and the remaining provisions of this Agreement shall in no way be affected.

19. Notices

Jameco may give notice to Designer by means of electronic mail to Designer’s e-mail address in Jameco’s records for Designer’s Account, or by written communication sent by first class mail, postage pre-paid, or overnight delivery to Designer’s address on record for Designer’s Account. All notices given by Designer to Jameco shall be by electronic mail to management@jameco.com.

20. No Joint Venture

Nothing contained in this Agreement shall be construed to place the parties in the relationship of agent, employee, franchisee, officer, partner or joint ventures. Neither party may create or assume any obligation on behalf of the other.

21. Attorneys’ Fees and Expense

The prevailing party in any dispute arising out of this Agreement shall be entitled to receive from the other party reasonable attorneys’ fees and costs incurred in the defense or enforcement of this Agreement.

22. Entire Agreement

This Agreement expresses the complete understanding of the parties and supersedes all prior representations, agreements and understandings, whether written or oral.

23. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SERVICE IS AT USER’S SOLE RISK. JAMECO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES JAMECO MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE. JAMECO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE.

24. Agreement to Terms and Conditions

BY CLICKING THE “ACCEPT” BUTTON (BELOW) USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE “CANCEL” BUTTON (BELOW) INDICATING NON-ACCEPTANCE MUST BE SELECTED.

 

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. PLEASE NOTE THAT BY AGREEING TO THE TERMS AND CONDITIONS PROVIDED HEREIN YOU MAY BE TRANSFERRING VALUABLE INTELLECTUAL PROPERTY RIGHTS TO JAMECO FOR ITS COMMERCIAL USE.