We all are guilty of quickly checking an “I Agree to the Terms” box. Maybe because we don’t have the time, energy, or patience to read the entire Terms of Service. (Even I’ve done it…)
A couple weeks back I was asked my opinion of the terms of service for designers contributing to VIDA. And since this company wasn’t even on my radar, I had no opinion.
My guess is VIDA is trying to fill the gap in the market related to higher-end print-on-demand (POD) clothing and accessories. And like many modern companies incorporate a social good into their model. (VIDA’s is literacy for individuals assisting with production.)
VIDA doesn’t create designs but sources them from designer submissions. I can see the initial appeal of VIDA. Society6 and Redbubble have a mass market following. And for some VIDA offers an alternative for a higher-quality product.
But for me, that appeal quickly is lost when you dig into VIDA’s terms of service.
I don’t know of a standard legal definition of when a contract is a rights-grab. But my definition is a contract that:
- takes rights outside the scope of what the company does
- doesn’t adequately compensate for the rights grants
- includes terms that aren’t industry standards
And I’d place the VIDA terms of service in that bucket after studying them.
Requesting rights outside the scope
The first part of my definition includes companies requesting rights that they either don’t need or have the ability to monetize. Here VIDA does that in two ways.
In VIDA’s terms of service, you grant them a perpetual, exclusive license—without a termination right. This kind of license is completely unnecessary given VIDA’s POD model.
Exclusive licensees often request either perpetual or long-term licenses when creating products. They do this as a safety net because they don’t want to end up with a warehouse full of inventory. Because if the designer cancels, they can no longer sell the product.
But VIDA is a POD model. They don’t have a warehouse full of inventory. They are printing exactly what the customer orders.
Yes, some of the products appear to be in inventory, rather than only POD. And for those products, I can see the need for some security. But it appears that the vast majority of the products available on their site are exclusively POD. As such, they don’t need a perpetual license.
They don’t have warehouses full of inventory. They are printing exactly what the customer orders.
No ability to capitalize on
VIDA’s terms of service has a disagreement between their legalese version and their Plain English terms when it comes to requesting rights outside of the scope.
The Plain English version says this:
Any artwork that you (the artist) upload at VIDA can be manufactured and sold on apparel, home goods and accessories. Once printed on a particular product, VIDA retains the exclusive rights to manufacture and sell the artwork on that particular product.
However, in their legalese version, it says that if VIDA selects your design you grant VIDA an exclusive license for the Products. Which is earlier defined as, clothing, apparel, accessories, home furnishings, and decor.
Because of this conflict, it could be argued that if your design is selected you are granting an exclusive license for all categories. And currently, VIDA is not selling home furnishings or decor. Since they do not offer those items, getting an exclusive license is unnecessary.
At minimum, VIDA should clear up the conflict in their terms. And make it clear if designers are granting rights for a single product or all products that VIDA might someday produce.Thinking about designing for VIDA? Learn what their terms say before you submit.Click To Tweet
Failure to adequately compensate
When it comes to adequate compensation, VIDA also fails for two reasons.
Rate for license given
For your perpetual, exclusive license VIDA will compensate you 10% of each sale. This compensation is similar to Society6. But there, designers only grant a non-exclusive license (that the designer can terminate).
In contrast to other POD sites, VIDA’s terms of service require that you waive your moral rights. Moral rights give creators the right to have their name associated with their creations. By submitting your design, VIDA requires that you waive your right to be credited.
Sure, they start the next paragraph by saying that you will provide them with your biographical information. But their TOS say that they may profile and market you. Under their terms of service, they can use your designs without providing you with any credit. (And can do so until the end of time.)
By submitting your design, VIDA requires that you waive your right to be credited.
VIDA also calculates their commission based on net sales. This means before commissions are calculated discounts, taxes, shipping, and government assessments are taken out. So, you aren’t getting 10% of the $65 retail price, but 10% of another number. While most of their competitors pay based on the retail price of the product (less returns).
Generally, the broader the rights granted, the higher the cost. And that’s because by giving these licenses, designers limit their revenue streams. They should be compensated more because they’ve put their eggs in one basket.
Because of all of this, I think that VIDA’s licensing rate under compensates designers.
Lack of transparency
But what really rubs me the wrong way is their lack of transparency when it comes to payment.
VIDA tells designers in the Plain English version that,
VIDA will be truthful with any and all payment amounts owed to you, therefore you cannot request an audit of VIDAs financial books.
And in the legalese version, you are told that VIDA calculates sales commissions in their reasonable discretion.
The lack of transparency is shocking compared to Society6, Redbubble, and the Art of Where. Each of their competitor’s terms provides far more transparency on the calculation of commissions. They provide quick notifications of sales and pay out on a weekly or monthly basis. With our current technology and their POD model, there’s no excuse for VIDA not being more transparent about sales and commissions.
Non-industry standard terms
Many of the terms that aren’t standard I’ve already highlighted. VIDA requires that you:
- require a perpetual, exclusive license
- don’t give you a way to end the relationship
- waive your right to a credit line
- give up your right to understand how commissions are calculated
But the other big one is the extensive ability that VIDA has to modify your design. Most POD services need the ability to slightly modify your design to make it look good on the products. But the VIDA terms of service allows them to make:
- color changes
- size (e.g. cropping or resizing)
- “other changes”
And what falls into that “other changes” is not defined. Can they change scale, remove portions, replace portions? It sure seems so.
The short version is you shouldn’t upload designs to VIDA without considering the long-term. And that’s because once VIDA accepts one of your designs:
- you have no way to end the relationship
- they can stop using the design and you still can’t get out
- you might be in the dark about how you are getting paid
- they can use your designs without crediting you
- they can change your design without conferring with you
Thinking about designing for VIDA? Learn what their terms say before you submit.Click To Tweet
The short version is you shouldn’t upload designs to VIDA without considering the long-term.