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Terms of Use

PLEASE READ THIS AGREEMENT CAREFULLY.

Your registration as a Member of the Ausculto website constitutes acceptance of this agreement and creates a binding legal contract.

1. Legal Agreement

This Ausculto, Inc. Terms of Use and Member Agreement ("Agreement") applies to all Members of Ausculto, Inc.’s website (www.ryzwear.com) (the "Site") and is a binding, legal contract between each Member of the Site ("Member" or, as appropriate, "you" or "author") and Ausculto, Inc. ("Ausculto").

Members cannot be under the age of 13. By entering into this Agreement, you represent and warrant that (i) you are at least 18 years old; or (ii) you are the parent or legal guardian of a prospective Member who is between the ages of 13 and 18 and that you are entering this Agreement on behalf of that prospective Member.

By registering on the Site, you accept the terms and conditions of this Agreement, and you warrant and represent that you have the legal capacity to enter into this Agreement. You also agree that you are authorized to use the Site only if you agree to abide by all applicable laws and to this Agreement.

2. Definitions of Basic Terms

"Member" or "you" means a person registered to use the Site. Only residents of the United States may be Members of and enjoy the benefits of the Site, and you agree that you are a resident of the United States and that your rights under this Agreement are conditioned upon your remaining a resident of the United States who is subject to the laws of the United States.

"Personal Information" means (i) information about Member provided to Ausculto in connection with registration on the Site; and/or (ii) Personal Information you place, post, or make on the Site about yourself. Personal Information includes but is not limited to any information that could be used to identify you.

"Privacy Policy" means Ausculto’s Privacy Policy available here.

3. Content

"Content" means any work of authorship or other form of expression made or placed on the Site by a Member, including but not limited to images, graphics, photographs, information, data, files, text, ideas, refinements, suggestions, comments, feedback, votes, ratings, reviews, sounds, music, contributions and all other substantive input of any kind. Content includes but is not limited to all modifications of and revisions to Content that was previously made or placed on the Site. Content includes "Works" as defined below.

The interactive nature of postings on the Site makes it impossible for Ausculto to assume responsibility for any Content placed on the Site by a Member. Content placed on the Site by Members is not endorsed by Ausculto, and Ausculto makes no guarantee regarding the reliability, accuracy, or quality of any Content placed on the Site by a Member. Member agrees that Content placed on the Site by another Member is the sole responsibility of the Member who placed the Content on the Site, and Member’s sole recourse for any damage Member may suffer as a result of such Content shall be to and against the Member who placed the Content on the Site.

For all Content made, placed, or posted on the Site by Member, and for all revisions or modifications to such Content, Member grants to Ausculto the "Site, Advertising and Marketing License" and "Archival License" set forth below in Section 8 of this Agreement.

4. Works

A. Definition of "Work"

A "Work" is Content that Member places on the Site for consideration and evaluation by other Members during a design competition and for possible use by Ausculto and/or Ausculto’s business affiliates and partners.

B. Member’s Partial, Limited Assignment of Ownership Rights in Works

Beginning on the date a Member places a Work on the Site and continuing for the duration of the Assignment Term (defined below), Member grants, transfers, assigns, and conveys to Ausculto, its successors and assigns all worldwide, exclusive and complete rights, title, interests, ownership in and to the Work with respect to the design, manufacture, sale, distribution, and promotion of (i) goods that are within the scope of International Class 25 of the United States Patent and Trademark Office’s "International Schedule of Classes of Goods and Services" that exists on the date of the assignment (e.g., clothing, footwear and headgear); and (ii) posters and other wall art.

Member represents and warrants that neither the assignment in the Work granted in this Section 4 of the Agreement nor Ausculto’s use of the Work for any purpose within the scope of the assignment will violate any intellectual property right or contractual right of a third party.

Member represents and warrants that each Work placed on the Site complies with all of the terms and conditions of this Agreement.

C. Duration of Assignment Term

The "Assignment Term" shall be three years unless the Work is Commercialized (defined below) during that three-year period. If a Work is Commercialized during that three-year period, the Assignment Term is perpetual and of unlimited duration, and Member’s assignment made in this Section 4 for that Work shall become permanent and irrevocable and shall include all renewal, reversion and extension rights permitted by law. Regardless of the duration of the Assignment Term, Member also waives all "moral" rights that Member may have in and to Member’s Work during the Assignment Term.

Member agrees and acknowledges that, during the Assignment Term or permanently if the assignment made in this Section 4 becomes permanent, Ausculto may itself or authorize or license third parties to use the Work in any manner within the scope of the assignment made in this Section 4, including but not limited to: reproducing the Work, selling goods bearing the Work, changing or reworking the Work by making color or size changes, making derivative works of the Work, using the Work on the Site and for any purpose associated with promoting or advertising Ausculto or the Site, and registering the Work with the US Copyright Office in the name of Ausculto as the Claimant, and Member as the Author. Member agrees to provide Ausculto with information Ausculto requests to register the copyright in the Work, at no cost to Ausculto.

D. Definition of "Commercialized"

For all purposes under this Agreement, "Commercialized" (including all derivations of the word) means that a Work (or a derivative work of the Work) has been placed on, used on, incorporated in, or is otherwise embodied by goods that have been manufactured goods or are being manufactured for sale to wholesale or retail customers.

5. Commercialization of a Work

Generally, Ausculto will consider having a Work Commercialized if it wins a design competition on the Site. However, Ausculto reserves the right to depart from this measure for Works that, in Ausculto’s sole discretion, are otherwise worthy of being Commercialized or are otherwise not worthy of being Commercialized for any reason (including because the Member or a Member’s Work violates this Agreement or because Ausculto cannot contact Member).

For Work(s) that are part of an ongoing design competition, Member agrees that Member may not use a Work (or derivative works of the Work) or allow or license others to use or reproduce the Work (or derivative works of the Work) for any purpose for the duration of the design competition (i.e., through the completion of the selection of a winner of the competition).

If Ausculto decides to Commercialize Member’s Work, Member agrees to provide Ausculto with the Work in a high resolution ____________ file that Ausculto deems suitable. Ausculto will make a good-faith effort to assist Member in creating and providing a suitable high resolution _______________ file of the Work.

6. Voting and Design Competitions

Voting on which Work(s) win design competitions will be based on a scale determined by Ausculto. Ausculto reserves the right to revise the scale and adjust the results to an equivalent point on the new scale.

7. Compensation for Works

A Member whose Work wins a design competition will be compensated as specified by Ausculto for that design competition.

A Member whose Work does not win a design competition but is Commercialized will be compensated (if at all) as specified by Ausculto for that design competition.

Member agrees and acknowledges that all compensation due under this Agreement is expressly conditioned upon both Member’s and Content placed on the Site by Member’s compliance with this Agreement.

Compensation due a Member will be calculated no later than on a calendar quarterly basis and become due on the last day of the calendar quarter in which they are earned. Payments due Member will be made no later than ninety (90) days after the last day of the calendar quarter in which they become due.

Ausculto reserves the right to change these compensation terms at any time, by amending this Agreement or otherwise posting them on the Site, and changes will be effective upon amendment or posting. Compensation to a Member for a particular Work will be based on the terms in effect when that Work is first placed on the Site.

Member is responsible for paying all taxes that arise as a result of receiving payment from Ausculto, but Member authorizes Ausculto to withhold taxes and report compensation to Member as required by law or otherwise deemed appropriate by Ausculto. As a condition of a work being Commercialized, Member agrees to provide personal information requested by Ausculto to verify Member’s identity and ensure compliance with all tax and financial reporting laws and regulations. Such information may include Member’s social security number, which Ausculto will retain in strict confidence and not use for any purposes other than such identity verification and reporting.

8. Terms of Above-referenced Assignments and Licenses

A. Site, Advertising and Marketing License

In addition to and without limitation on the rights assigned to Ausculto in this Agreement, Member grants Ausculto a non-exclusive, royalty-free, worldwide, sublicensable, perpetual, irrevocable license to copy, reproduce, display, render, distribute, transmit, store, create derivative works, perform, and otherwise use the Content covered by this section in any media now known or developed at any time in the future for all purposes associated with (i) Ausculto’s operation and promotion of the Site; and (ii) marketing, advertising, promoting, or publicizing Ausculto, Ausculto’s products or services, the Site, and any other aspect of Ausculto’s business (the "Site, Advertising and Marketing License").

B. Archival License

Member grants Ausculto a non-exclusive, irrevocable, worldwide, perpetual license to store and maintain one or more copies of all Content (and additions, modifications, and revisions to Content) placed by Member on the Site and Personal Information ("Archival License"). Ausculto has sole discretion to determine how, when, and where it may exercise and employ the Archival License.

Member represents and warrants that the Site, Advertising and Marketing License, the Archival License, and Ausculto’s use of Content for any purpose within the scope of the Licenses will not violate any intellectual property right or contractual right of a third party.

9. Rights of Publicity

If a Member’s Work is Commercialized, Member grants Ausculto a perpetual, irrevocable, worldwide, royalty-free license to use Member’s name (or a pseudonym that is acceptable to Ausculto at Ausculto’s sole discretion), image and username for purposes involving the promotion, marketing, distribution, advertising, manufacture, display, transmission, and sale of Ausculto, Ausculto’s products and services, and the Site. Member agrees that Ausculto has exclusive and complete discretion to determine whether, how and when to exercise or otherwise use the license granted in this paragraph.

10. Warranties and Representations and Content Policies

By uploading Content to the Site, each Member represents and warrants, at all times, that the Content:

  • Is completely an original work of authorship of the Member; or, if all or some of the Content is not an original work of authorship of Member, then (i) Member owns all intellectual property rights in the Content; or (ii) the owner of the intellectual property rights in the Content has expressly authorized and permitted Member to enter this Agreement and grant all rights, licenses, and assignments in this Agreement.

  • Is not Personal Information about anyone other than the Member.

  • Does not violate any copyright, trademark, trade secret, right of publicity or other intellectual property right of a third party.

  • Does not violate a third party’s right of privacy.

  • Does not contain or include material that is unlawful, obscene, defamatory, pornographic, indecent, lewd, harassing, threatening, harmful, abusive, inflammatory, or otherwise objectionable to Ausculto.

  • Does not include viruses, Trojan horses, worms, time bombs, cancelbots, or any other code or computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any Content, system, program, data, or Personal Information on or that is part of the Site.

  • Is not unlawful and does not violate this Agreement or any regulation or Ausculto rule or policy.

  • Does not breach a duty of confidentiality by which Member is bound due to a contractual or fiduciary relationship (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements)

  • Is not "spam."

  • Does not promote or offer fraudulent or unlawful goods, services, schemes, or promotions.

  • Is, to the best of Member’s knowledge, true and accurate and will not result in physical harm to any person.

Member further represents and warrants that Member will not use the Site to or otherwise:

  • upload, post, email or otherwise transmit any Content that provides any telephone numbers, street addresses, last names, URLs or email address;

  • engage in commercial or other promotional activities within the Site;

  • harm minors in any way;

  • solicit personal information from anyone;

  • provide false or deceptive information;

  • delete, add or otherwise change other people’s entries or other Content when Member has not been granted the express privilege to do so; or

  • allow usage by others in such a way as to violate this Agreement.

Ausculto reserves the right to remove Content that, in Ausculto’s sole discretion, violates the representations and warranties above or otherwise violates Ausculto’s rules or policies or this Agreement.

Ausculto reserves the right and Member agrees that Ausculto has the right to suspend and/or ban a Member, at Ausculto’s sole discretion, for conduct or Content that violates the representations and warranties above, Ausculto’s rules or otherwise violates this Agreement.

11. Digital Millennium Copyright Act

If you are a copyright owner or an agent of a copyright owner and believe that any Content or other content on the Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Ausculto’s Copyright Agent with the following information in writing (please consult your counsel and see 17 U.S.C 512(c)(3) for further detail):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Ausculto’s designated Copyright Agent to receive notifications of claimed infringement is and such written notice should be sent to Ausculto’s designated Copyright Agent as follows:

_____________________

DMCA Complaints

Ausculto.com

_________________________

__________________________

Phone: __________________; Fax: _____________________

Email: DMCA [at] ryzwear [dot] com

For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Ausculto’s customer service staff.

You acknowledge that if you fail to comply with all of the requirements of this section of the Agreement, your DMCA notice may not be valid.

Please also note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Counter Notice: If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the Content, (i) please consult your counsel and see 17 U.S.C 512; and (ii) you may send a counter notice containing the following information to Ausculto’s Copyright Agent:

  • Your physical or electronic signature;

  • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

  • A statement that you have a good-faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

  • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Oregon, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter notice is received by Ausculto’s Copyright Agent, Ausculto may send a copy of the counter notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the purported copyright owner files an action seeking a court order against the Member who uploaded the objectionable Content, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter notice, at Ausculto’s sole discretion.

12. Limitation of Liability and Indemnification

The Site includes contact information for Members to notify Ausculto of Content that is objectionable or in violation of this Agreement. However, Member agrees and acknowledges that Ausculto cannot be aware of all such Content at all times. Member further acknowledges and agrees that Member may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and Member agrees to waive and does waive, any legal or equitable rights or remedies you have or may have against Ausculto with respect such Content.

In no event shall Ausculto or any of its officers, employees, directors, affiliates, shareholders, or agents be liable to a Member or anyone else for special, consequential, indirect, cover, punitive, incidental or similar damages (including, without limitation, lost profits, lost sales, or lost business) directly or indirectly related to or arising out of the this Agreement, the Site, Content on the Site, or activities of other Members or third parties. This paragraph applies even if Ausculto or one of its officers, employees, directors, affiliates, shareholders, or agents has been informed or become aware of the possibility of such damages.

The foregoing limitations apply to the acts, omissions, negligence and gross negligence of Ausculto, its officers, employees, directors, shareholders, affiliates, and agents in any claim arising out of contract, tort, or any other legal or equitable doctrine.

If Ausculto is the subject of any claim, allegation, demand, cause of action, suit, or other proceeding based on something Member did in violation of this Agreement, Member agrees to indemnify Ausculto for all damages, attorneys’ fees, losses, and costs assessed against or incurred by Ausculto.

The Site and all information, content, materials, products (including software) and services included on or otherwise made available to Member through the Site are provided by Ausculto on an "as is" and "as available" basis, unless otherwise specified in writing. Ausculto makes no representations or warranties of any kind, express or implied, as to the operation of this Site or the information or Content or services included on or otherwise made available to Member through the Site, unless otherwise specified in writing. Member agrees that Member’s use of the Site is at Member’s sole risk.

To the full extent permissible by applicable law, Ausculto disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Ausculto does not warrant that the Site; information or Content or services included on or otherwise made available to Member through the Site; Ausculto’s servers; or e-mail sent from Ausculto are free of viruses or other harmful components. Ausculto will not be liable for any damages of any kind arising from Member’s use of the Site or from any information or Content or services included on or otherwise made available to Member through the Site, including, but not limited to direct, indirect, incidental, punitive, and consequential damages, unless otherwise specified in writing.

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to a Member, some or all of the above disclaimers, exclusions, or limitations may not apply to the Member, and the Member might have additional rights.

13. Personal Information

Member agrees to the terms of the Privacy Policy and acknowledges that the Privacy Policy is part of this Agreement.

It is critical that Member’s Personal Information is accurate. If Member’s Personal Information changes, Member agrees to promptly update Member’s Personal Information on the Site. It is Member’s responsibility to keep all of your current Personal Information on the Site.

Member will have the opportunity to select a Member ID and Password during the Member registration process. Member is solely responsible in all respects for maintaining the confidentiality and security of Member’s Member ID and Password. Member is solely responsible for the activity and Content that occurs under or is placed on the Site under the guise of Member’s Member ID. Member agrees to notify Ausculto immediately of any unauthorized use of Member’s Member ID or Password.

Ausculto may refuse to grant Member or require Member to change his/her Member ID or Password if either impersonates someone else, is protected by trademark or other law, is vulgar or otherwise offensive, or for any other reason, at Ausculto’s discretion.

Member agrees not to use Personal Information of other Members.

14. Operation of Site

Technical, maintenance and other issues may make the Site unavailable or inoperative from time to time. Ausculto makes no commitment, warranty, or guarantee that the Site will (i) operate in a timely, uninterrupted or error-free manner, or (ii) meet a Member's particular purposes. Ausculto may also, in its sole discretion, modify the features, availability, operation and/or look and feel of the Site from time to time without notice to Member.

Because computers and other equipment are subject to occasional malfunction, Member agrees that Member will not hold Ausculto responsible for any inadvertent damage to, corruption of or destruction of Content. Ausculto is not responsible for backing up Content, although Ausculto has a license to backup and archive Content. If any Content transmitted to Ausculto is damaged, lost or corrupted in any way, Ausculto will have no obligation or liability to Member.

Member agrees not to circumvent, disable, reverse engineer, or otherwise interfere with the Site, security features of the Site, or features of the Site that prevent or restrict use or copying of any Content.

Member agrees not to employ a robot, spider or other software, process or device to harvest Content, e-mail addresses or Personal Information, or to monitor activity on the Site.

15. Ausculto’s Intellectual Property

Except for Content posted to or placed on the site by Member and the provisions of this Agreement that apply to such Content, all text, graphics, logos, button icons, photos, scripts, sounds, music, videos, interactive features, images, audio clips, digital downloads, data compilations, and software that is on or used on the Site is the property of Ausculto and protected by United States and international laws (collectively, "Ausculto’s IP"). The compilation of all such content on this site is the exclusive property of Ausculto and protected by U.S. and international laws. All software used on this site is the property of Ausculto or its software suppliers and protected by United States and international laws.

"Ausculto," "Ryz," "Ryzwear," "Ryzwear.com," "Ryz to the Occasion" and all graphics, logos, page headers, button icons, scripts, slogans, and names are trademarks or trade dress of Ausculto (collectively, part of and included in the definition of "Ausculto’s IP").

Member agrees that Member will not use Ausculto’s IP (i) without Ausculto’s express, written, and prior approval; (ii) in connection with any product or service that is not Ausculto’s; in any manner that is likely to cause confusion among or otherwise mislead consumers; or (iii) in any manner that disparages or discredits Ausculto. All other trademarks not owned by Ausculto that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Ausculto.

Ausculto reserves all rights with respect to Ausculto’s IP. Member agrees and acknowledges that Ausculto’s IP is the exclusive, worldwide property of Ausculto. Member will not at any time take any action or make any omission that challenges, diminishes, or threatens Ausculto’s exclusive, worldwide property of Ausculto’s IP. Member acquires no right, title, or interest in or to Ausculto’s IP by virtue of this Agreement or otherwise.

16. Term

This Agreement is effective until terminated. Ausculto may terminate or suspend this Agreement immediately for any reason and without prior notice to Member. Member may terminate Member’s membership with Ausculto by contacting Ausculto’s customer support with a specific request to do so. Member’s request to terminate Member’s membership will become effective no later than 30 days after Ausculto receives Member’s specific request.

This Agreement remains applicable after and survives termination of this Agreement.

17. Amendments and Updates to the Agreement

Ausculto may, in its sole discretion, change the terms in this Agreement from time to time. When the terms are changed, Ausculto may (but has no obligation to) notify Member of the change(s) and make a posting on the Site regarding the change(s). Member agrees to review this Agreement from time to time. If Member uses the Site after Ausculto has notified Member of or posted a revised or updated version of this Agreement on the Site, Member agrees to be bound by all of the changes and hereby accepts any and all such revised versions of this Agreement.

18. Miscellaneous

This Agreement cannot be amended except as specifically set forth in the Amendments section above.

This Agreement, and any rights and licenses granted under this Agreement, may not be transferred or assigned by Member, but they may be assigned by Ausculto without restriction.

No rights provided by this Agreement are lost or diminished because of lack of use of such rights.

This Agreement constitutes the entire agreement between Member and Ausculto concerning the subject matter of this Agreement, and it supersedes and replaces any and all prior negotiations, rules, communications, or proposed agreements, written or oral.

By completing the registration process and using the Site, Member confirms that Member has the full power and authority to enter into and perform this Agreement. Member also agrees that this Agreement is a legal, valid, and binding contract, and that its terms and conditions can be enforced by Ausculto.

Ausculto encourages you to print and keep a copy for your reference and to seek the advice of counsel regarding this Agreement.

Every provision of this Agreement is intended to be severable. If any portion of this Agreement is found to be invalid or unenforceable, then such portion will be deemed amended and interpreted, if possible, in a way that renders it enforceable. If such an interpretation is not possible, then the portion will be deemed removed from this Agreement and the rest of this Agreement will remain in full force and effect.

This Agreement is governed by the laws of the State of Oregon without regard to its "choice of law" provisions.

The Member and Ausculto agree that any dispute involving this Agreement that cannot be settled by good-faith negotiation shall be submitted to arbitration in accordance with the rules of the American Arbitration Association. The exclusive location of the arbitration shall be Portland, Oregon. The arbitration shall be conducted by a single arbitrator with significant experience in the area of copyright law and other significant subject matter of the dispute. The decision of the arbitrator shall be legally binding, shall not be subject to appeal, and shall be enforceable in any court of competent jurisdiction.

If anything happens that is beyond reasonable control of either party (including wars, sabotage, riots, labor disturbance, failure or delay of transportation, terrorist act, severe weather, natural disaster, act of God, etc.), then delays will be expected and performance may be excused. Ausculto shall not be responsible or liable for any delay caused by the occurrence of such event.

The Site may contain links to third-party websites that are not owned or controlled by Ausculto. Ausculto has no control over, and assumes no responsibility for, the content, privacy policies, or practices of third-party websites. Ausculto cannot edit the content of third-party websites. Accordingly, Ausculto encourages Member to be aware when Member leaves the Site and to read the terms and conditions and privacy policy of each third-party website that Member visits.

Neither this Agreement nor a Member’s participation on and contributions to the Site, including the placement of Content on the Site, creates an agency, employee, legal representative, partner, fiduciary, special, or joint venture relationship between Member and Ausculto.

This Agreement inures to the benefit of and applies to the Member’s and Ausculto’s successors, assigns, heirs, divisions, subsidiaries, and employees.