INTERIOR COLLAB x JD STARON LICENSING 

MEMBER AGREEMENT

I, the undersigned Member of Interior Collab, agree to the following terms set forth by Interior Collab (Licensor) and JD Staron (Licensee) in order to take part of the upcoming Interior Collab x JD Staron Rug Collection.

By filling out the entry form, I confirm that I have read and agreed to all terms listed below. 

1. Collection.  “Collection” shall consist of 4-6 original designs for rugs and carpets that are designated by the Licensor, or otherwise incorporate the Designs and/or Property.  The parties agree to release 2 collections a year, unless different frequency is mutually agreed upon in writing.

2. Designs.   “Designs” are drawings, photography, computerized drawings or similar artistic renditions of unique rug designs submitted by Licensor to Licensee in accordance with this Agreement.

3. Property.   “Property” shall consist of Designs of Licensor that Licensee accepts and any modifications made to the Designs by the Licensee and its agents.

4. Once a Design is submitted, Designer agrees to all terms that Licensor is bound to as part of Interior Collab x JD Staron Licensing Agreement.

5. Collection Scope and Size. The Parties intend that the initial commercial launch will include approximately 4-6  Designs and/or colorways.

6. Submission, Intellectual Property, Design, Approval, and License

   1. Licensor will submit to Licensee proposed Designs in accordance with mutually agreed upon development timeline which will set for the key dates for Licensor to fulfill to keep and project.

Licensee reserves the right to reject submitted Designs. After Approval by Licensee, Licensor might be required to provide additional assistance with finalizing technical specifications such as scale, material, finish, etc.

1. Merchandise Prototype Approval Process. 

Physical samples of prototypes of all Merchandise utilizing the Designs will be presented by Licensee to Licensor for approval prior to manufacturing and marketing.  Approval should not be reasonably withheld.  Requests for approval not responded to within 15 days will be deemed to be approved.

1. Costs.

Expenses incurred by Designer for the creation of the Design will be borne by Designer.  Licensee will be responsible for costs pertaining to the creation of the prototypes and any merchandise necessary for sale and marketing of the collection by the Licensee.

2. Eligibility.

Designers who wish to take part in this ongoing Collection collaboration must be active Interior Collab members at the time of Design Submissions, Selected Design announcement. For selected designs, designers must remain active IC members throughout the process of development, producing samples, producing strike offs, rug production, collection launch and the first 6 months of the Capsule lifetime. 

1. The Designs, Property and Merchandise, whether new or specially adapted from existing property and/or Designs, will be original non-infringing creations of Licensor and the result of Designer’s independent design effort.

2. Exclusivity. Licensor Hereby grants to Licensee the exclusive non-transferable license to sell, produce, manufacture and distribute the Merchandise containing any Designs, Property or Marks of the Licensor that Licensor created and/or provided pursuant to this Agreement through the Distribution Channels in the Territory. Licensee may not grant any sub-licenses to any third party without the express prior written approval of the Licensor. Licensor agrees that Licensee will be its sole Licensee for rugs and carpet designs created by the Licensor. 

3. Licensor’s names, including those of Interior Collab and name of a featured designer and their Marks shall appear on all promotional materials prepared by Licensee for the Merchandise or in association with the Licensed products in the format of Interior Collab Collection by “Designer Name”. 

4. JD Staron do not label or put any markings on their rugs and final product. Interior Collab and Designer name will appear on all material as per JD Staron standard practices. 

5. Designer has the right to enter and promote their Selected design and produced rug with the understanding that both Interior Collab and JD Staron are always given credit for said rug. 

6. All profits and proceeds from Interior Collab x JD Staron Licensing Agreement will be used to cover Interior Collab Marketing and Operation Costs. 

7. JD Staron reserves the rights to be the sole manufacturer for the selected designs. The Designer has the right to purchase the rights to design after a minimum of 5 years. 

8. The rights to the design remain the property of the Designer for all designs that are not selected to be part of the capsule.