Artfully Walls™ Artist Agreement
By selecting the box "I confirm that I am the artist and I am the sole owner of the copyrights in the uploaded work" or otherwise submitting any content to the Service (as defined below), you acknowledge that you, on your own behalf as an individual and on behalf of your employer (collectively "you" or "your"), have read and understood and agree to comply with the terms of this Artist Agreement ("Agreement") and are entering into a binding agreement with Artfully Walls Ltd. ("Artfully Walls", "we", "our"). You represent that you are at least 18 years old and, if you are entering into this Agreement on behalf of your employer, that you have full authority to bind your employer. You understand that any use of the Service by you means that you have accepted this Agreement.
- The Service. Artfully Walls provides a service (the "Service") for the sale and purchase of artwork, including without limitation, through our website available at www.artfullywalls.com (the "Site"), any successor sites, and various third party sites. The Service allows you to submit digital images of your original works of art ("Works") for the purpose of making print copies of such Works (“Prints”) available for purchase through the Service.
- Account Registration. In order to submit Works, you must first create an account ("Account"). When creating your Account, you must provide accurate and complete information, including details of a PayPal account registered in your name. You agree that we may verify such PayPal account. You agree to keep your Account password secure and to notify us immediately of any breach of security or unauthorized use of your Account. You are solely responsible for the activity that occurs in your Account.
- Submission of Texts. You agree that we may, in our sole discretion, edit texts that you provide as Work descriptions or biographical information for style and consistency and publish them (as edited, if applicable) on the Service.
- Specifications. You acknowledge that Works you submit that do not meet the technical specifications as set forth on the Site will not be published on the Service.
- Making Your Works Available. Notwithstanding any other provision herein, you acknowledge that we may, in our sole discretion, accept or reject any Works you submit, or cease to continue to display them.
- License Grant. If you submit Works to the Service, you hereby grant us a worldwide, transferable, non-exclusive license, with a right to sublicense, to: (i) use, reproduce, distribute, sell, offer for sale, archive, publicly perform and publicly display digital copies and/or Prints of such Works as part of Artfully Walls' business including, without limitation, promoting the Works and/or Prints by publicly displaying copies of such Works and/or Prints in any media including any digital, visual, broadcasted and/or printed media; and (ii) modify such Works, including without limitation by resizing, framing and/or displaying with work(s) created by third parties as part of walls or otherwise, and to use, reproduce, distribute, sell, offer for sale, archive, publicly perform and publicly display digital copies and/or Prints of such modified versions of the Works as part of our business. You further agree that we may engage third party contractors to perform the above rights, including but not limited to promoting, selling, framing and/or shipping the Works and Prints.
- Representations and Warranties. By submitting any Work(s), you represent and warrant to us that:
- The Works are your original creation and do not include any material from any third parties;
- Neither the Works, nor our use thereof, will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation, or contract to which you are a party;
- You will not submit any Works containing any content which is unlawful, defamatory, pornographic, racially or ethnically offensive, or otherwise inappropriate, and we may immediately remove from the Service any Works we believe, in our sole discretion, to be in violation of this representation; and
- Pricing. Artfully Walls will price Prints in accordance with our then-current standard pricing and commission terms as published on the Site. You understand that we may offer discounts, and that the Revenue Share (as defined below) will be calculated accordingly.
- Revenue Share. If a Print based on a Work you have submitted is sold through the Service, you will be entitled to receive a percentage of the net revenue we receive from such sale (“Revenue Share”), as specified in artist's account or, for special projects, as shall be agreed upon by you and Artfully Walls.
- Payment Terms. Payment will be made available for your PayPal account fifteen (15) days from our receipt of the amounts due for the applicable Print(s). You are solely responsible for any taxes imposed on payments made to you. You agree that we may withhold taxes from payments due to you as required by law.
- Sole Consideration. You agree that the Revenue Share is the complete consideration due to you for submission of Works to the Service and the sale of any Prints.
- Special Collections; Exclusivity. Artfully Walls may from time to time designate a collection as a special collection, which may be featured on the Service or be part of collection of Works featured or offered through Artfully Walls' partners. In the event that Artfully Walls wishes to includedyour Works in such special collection, we will inform you by email, and you can either accept or reject such offer. If you do not respond within seven (7) days of notification, we will assume you have rejected the offer. If you accept, you agree that upon such acceptance, Artfully Walls' license rights hereunder to Works you have submitted and will submit to the Service and are included in the special collection will become exclusive and you may not allow any third party to offer for sale or sell Prints of such Works or make copies of such Works available for display or sale. For clarity, such exclusivity shall not limit your right to sell the original Work itself, provided that the purchaser agrees to abide by our foregoing exclusive licensing rights. The term of the exclusive license shall be set forth in our notification to you and by accepting our offer to be included in the special collection you will agree to such term.
Listing Works as "Not for Sale"; Removing Works
- Listing as "Not for Sale". You may designate a Work as "Not for Sale" by using the Service tools. In such event, our right to sell Prints based on such Works shall terminate, provided that: (a) we and our third party contractors may continue to exercise the license rights as necessary to fulfill any in-progress orders for such Prints; and (b) all other license rights hereunder with respect to the Works shall continue to be in effect.
- Removing Works from the Service. At any time, you may email us at email@example.com requesting to remove a Work from the Service. We will remove the Works specified within a reasonable time, and upon such removal, the license rights granted hereunder will terminate with respect to such Works, provided, however, that we and our third party contractors may continue to exercise the license rights as necessary to fulfill any in-progress orders for Prints based on such Works.
- Termination. You may terminate this Agreement at any time by emailing us at firstname.lastname@example.org with a request to cancel your Account, in which case we will remove all of your Works from the Service and the terms of Section 10.2 shall apply. We may terminate this Agreement and/or suspend the Service at any time and for any reason. In the event of termination by either party, we and our third party contractors may continue to exercise the license rights as necessary to fulfill any in-progress orders for Prints based on your Works.
- Survival. The provisions of Sections 7, 8.4, and 11 to 21 (inclusive) shall survive any termination of this Agreement.
- Title. We and/or our third party licensors own all right, title and interest in and to the Site and Service and all parts thereof (including the intellectual property rights and goodwill therein), other than Works.
- Warranty Disclaimer. The Service is provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind either express or implied. You assume all responsibility for the selection of the Service to achieve your intended results. WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR VIRUS FREE. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET OR SLOW CONNECTIONS. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
- Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE) ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SERVICE EXCEED THE TOTAL AMOUNTS (IF ANY) PAID TO YOU HEREUNDER DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM.
- Modifications to this Agreement. No amendment to this Agreement will be binding unless in writing and approved by us. We reserve the right, at our discretion, to change this Agreement at any time. Such change will be effective ten days following our posting the revised Agreement on the Site.
- Independent Contractors. You and we are independent contractors. Nothing herein shall be construed to: (i) create any employment relationship, partnership, joint venture or agency relationship between us; or (ii) to authorize any party to enter into any agreement binding the other party.
- Governing Law and Venue. This Agreement shall be governed by the laws of the State of New York, without reference to its conflict of laws rules. The exclusive jurisdiction and venue for all disputes hereunder shall be the state and federal courts located in New York, New York, provided that we may seek injunctive relief in any court of competent jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from this Agreement.