The Site allows you to submit your ideas, expression of ideas, or other materials (collectively, a “Submission”) to Quill.com for its review and consideration. Do to the volume of submissions, Quill.com may not be able to respond to, or publish, every Submission made to the Site.
2. Your Representations.
By making a Submission to the Site, you agree, represent and warrant that:
(ii) Your Submission is your own original work, and you have all necessary rights to provide your Submission to Quill.com.
(iii) Providing your Submission to Quill.com does not establish a confidential relationship or obligate Quill.com to treat your Submission (or any related materials) as secret or confidential.
(iv) Quill.com has no obligation, either express or implied, to develop or use your Submission, and no compensation is due to you or anyone else for any inadvertent or intentional use of your Submission, related ideas, or ideas derived from your Submission.
(v) If your Submission is the subject of a pending or issued patent, you have disclosed, or will disclose, that fact to Quill.com. (To the extent you hold such a patent, we acknowledge that no license under any patent is herein granted to Quill.com. Any license to use a patented Submission shall be in the form of a written contract, in which event our obligations will be only those described in such contract.)
(vi) Quill.com will give your Submission the consideration which it determines, in its sole judgment, to be appropriate.
(vii) Quill.com, directly or indirectly, may be working on a similar idea, or already know of such idea from other sources. Neither the discussion or negotiations between Quill.com and you relating to the possible purchase or license of your Submission, nor the making of any offer for the purchase or license of your Submission, shall prejudice Quill.com in any way, or be construed as recognition of the novelty, originality, priority, other rights or value of your Submission.
3. License of Your Submission; Option to Purchase.
(a) You grant to Quill.com and its designees a perpetual, irrevocable, non-exclusive fully-paid up and royalty-free license to use any ideas, expression of ideas or other information, content or materials in your Submission (collectively, “Materials”) without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to you or any third party. This license shall include, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Materials, and all rights therein, in the name of Quill.com or its designees throughout the universe in perpetuity in any and all media now or hereafter known, and shall also permit Quill.com and its designees to use portions of the Materials you submit, rerecord or modify any audio tracks or visual images you provide, rewrite any Materials you submit, and/or incorporate other materials, either created by Quill.com and its designees or licensed from third parties, with the Materials you submit. Any such works shall be deemed Materials owned by Quill.com and shall not be subject to your approval or payment by Quill.com of any compensation to you. We shall have the right, but not the obligation, to use your name, photograph, likeness, voice, performance, biography and other information about you in connection with the Materials you submit. You also agree that we are free to use any of the Materials or any comments, information or ideas contained in any content or communication you submit to us or the Site, without notice, compensation or acknowledgement to you, for any purpose whatsoever, including but not limited to advertising and marketing, modifying the Site and developing products and services.
(b) Quill.com shall have the exclusive option to purchase from you and acquire all right, title and interest, including, without limitation, any copyrights and other intellectual property law in and to the Materials you submit, which rights shall include, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license and apply for copyright registration for any or all of the Materials, and all rights therein, in the name of Quill.com, or its designees throughout the universe in perpetuity in any and all media now or hereafter known. The option shall be exercisable by us from the date you submit the Materials until one year from that date. If we exercise the option, you agree to accept payment in the amount of $1,000 USD, and you agree to execute, acknowledge and deliver such other instruments consistent with an assignment of the intellectual property as may be reasonably necessary to carry out or effectuate the purposes or intent of the assignment of the Materials.
4. Content on Site.
All materials on the Site, including, without limitation, names, logos, trademarks, graphics, photographs, illustrations, and software and other elements making up the Site (collectively, “Content”) are protected by copyrights, trademarks or other intellectual property rights owned and controlled by us or by other parties that have otherwise provided their material to us. You may not delete, distort, or otherwise modify the Content. Any unauthorized attempt to modify any Content, to defeat or circumvent our security features, or utilize the Site or any part of the Content for any purpose other than its intended one is strictly prohibited.
5. Conduct of Users.
You are responsible and liable for your activities on the Site. Below are some, though not all, violations that may result in the termination of your access to the Site. You agree not to do any of the following actions while using the Site:
· harass, stalk, threaten, embarrass or cause distress or discomfort upon another participant, user, or other individual or entity;
· transmit via or through the Site any content that is or which Staples considers to be unlawful, harmful, threatening, abusive, harassing, defamatory, profanity, vulgar, obscene, racially or ethnically hateful or otherwise objectionable;
· attempt to transmit any “virus”,”trojan horse” or other software destruction or disruption device;
· impersonate any other person, including but not limited to, a Staples official, expert or bulletin board leader, guide or host;
· post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation on our bulletin boards, including but not limited to, solicitations of credit card numbers, solicitations for sponsors, or promotion of raffles, contests, or multi–level marketing or pyramid schemes;
· intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Site or in connection with your use of the Site, in any manner;
· invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; or
· infringe the intellectual property rights or similar rights, including but not limited to copyrights and trademarks, of any person or entity.
6. Children Under 13.
The Site does not knowingly collect or solicit personal information from anyone under the age of 13, or knowingly allow such persons to post to the Site. If you are under 13, please do not attempt to post or send any information about yourself to us, including your name, address, telephone number, or email address. If we learn that we have collected personal information from a child under age 13 without verification of parental consent, we will delete that information as quickly as possible.
7. Notice and Take Down Procedures.
If you believe any Content on the Site infringes your copyright or trademark rights, you may request such Content be removed by following the notice and take down procedures described in the Quill.com Terms and Conditions.
8. Comments, Complaints and Questions.