This Agreement was last modified on June 09, 2016.
Art Crate (“Art Crate") strives to empower artists by exposing their work to new audiences - without giving up control of their rights. Artists first, we understand the importance of representing one's work with quality and respect, and we also believe it is essential that all Art Crate users respect the copyright and other intellectual property rights of others. Please respect the intellectual property rights of others and only submit your own original art work. IT IS YOUR RESPONSIBILITY TO MAKE SURE THAT YOU ARE UPHOLDING YOUR LEGAL RESPONSIBILITIES AND NOT VIOLATING ANYONE’S RIGHTS OR BREAKING ANY LAWS BY OFFERING YOU WORK FOR SALE WITH ART CRATE.By this Independent Contractor Agreement (“Agreement”), for the Art Crate service (hereinafter “The Service”), by and between Art Crate (hereinafter "Art Crate") and ---- (hereinafter “Independent Contractor”), the parties hereby represent and agree as follows:
1. Art Crate is a company doing business in the State of Nevada.
2. Independent Contractor. Independent Contractor desires to be associated with Art Crate.
as outlined in this agreement. It is intended between the parties hereto that this association will not be exclusive, meaning the artist retains all rights to their work and can engage with other art print and art distribution services without limitation.
3. Engagement of Independent Contractor. Art Crate agrees to engage Independent Contractor and Independent Contractor agrees to license work to Art Crate on the terms and conditions set forth herein.
4. Art Crate Service. The Service is a art curation ecommerce based service. Art Crate finds, curates, prints, and ships art to clients based on the client's personal taste.
1. Engagement. Art Crate hereby engages Independent Contractor and Independent Contractor accepts the engagement to provide high quality digital files for print reproduction and sale through the Art Crate Service. Art Crate retains the right to deny artwork submitted by the artist for use in The Service.
2. Compensation. As compensation in full for the artwork provided under this contract and for any other obligations of Independent Contractor arising hereunder, Art Crate shall pay Independent Contractor a commission of 18% for each sale of Independent Contractor’s design(s) based off print retail price. Does not include the frame retail pricing. Independent Contractor shall be solely responsible for payment of taxes associated with the compensation set forth in this Agreement, including but not limited to income tax, self-employment tax, social security and medicare taxes.
3. Commission Payments. No commission shall be considered earned until the applicable artwork has been selected, and prepared for shipment by Art Crate. On the 5th of each Month (30 days after the artwork is sent to a customer). Ex: We ship customer artwork on 10/28, artist is paid 12/5 for artwork sent. *Art Crate has a 30 day no questions asked return policy. If artists artwork is returned within the 30 day period artist does not receive commission. Art Crate shall issue commission payment via PayPal to Independent Contractor for prints shipped to customers.
4. Advertising/ Promotional items. During the term of this agreement, Art Crate shall have the right to use any of Independent Contractor’s submitted designs for advertising, promotional, or publicity purposes including print, internet, or other media. With all shipments of the Independent Contractor’s art, Art Crate will include a dedicated card featuring the Independent Contractor’s bio and link to their personal website. On its own website, Art Crate may also provide a dedicated page featuring Independent Contractor’s designs. Said page may, with the cooperation of Independent Contractor, contain a biographical section. Art Crate, however, retains all rights and control over the content of these sections and the web page. When a print is used as part of The Service the print may also be featured on an “Past Shipments” feature page on the Art Crate website. If the Independent Contractor desires to no longer participate in The Service, past prints that were shipped as part of The Service will still be displayed on the “Past Shipments” page.
5 .Independent Contractor Status. It is expressly agreed and understood that Independent Contractor is performing services under this Agreement as an independent contractor for Art Crate and Independent Contractor is neither an employee nor an agent of Art Crate. Art Crate’s liability hereunder is limited to payment of the compensation provided in this Agreement. Independent Contractor shall have no authority to act, to make any representation, or enter into any contract or commitment or incur any liability on behalf of Art Crate. Independent Contractor shall perform no other activities in association with Art Crate except to provide digital files as contemplated in this agreement.
6. Rights To The Content. As between the Independent Contractor and Art Crate, the Independent Contractor owns all and retain all rights to their Content. The Independent Contractor hereby grants Art Crate and its affiliates a worldwide, rights-managed, nonexclusive, assignable license, with right of sublicense, to use, publicly display and publicly perform, publish, reproduce, and distribute in any format or medium now known or later developed for the purpose of promoting the Content, producing and promoting
the Products, and providing other Art Crate Services. Currently the only medium provided in the Art Crate service are physical art prints shipped to customers.
THE INDEPENDENT CONTRACTOR, AND NOT ART CRATE, IS ENTIRELY RESPONSIBLE FOR ALL THE CONTENT THAT THE INDEPENDENT CONTRACTOR MAKES AVAILABLE FOR SALE THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION, THAT THE INDEPENDENT CONTRACTOR OWNS OR HAS OBTAINED ALL REQUIRED INTELLECTUAL PROPERTY AND OTHER RIGHTS IN THE CONTENT, INCLUDING WITHOUT LIMITATION, THE RIGHT TO MANUFACTURE, DISTRIBUTE AND SELL PRODUCTS.
The Independent Contractor represents and warrants that:He/She owns all intellectual property rights in his/hers Content or that he/she has obtained all copyrights, trademark rights, rights of publicity and other rights required for him/her to make the Content available through the Art Crate Service, to manufacture, distribute and sell Products that include his/her Content and to grant Art Crate the rights granted to it in these Terms.The Independent Contractor’s Content and the manufacture, distribution and sale of Products that include his/her Content does not and will not infringe the intellectual property rights or other rights of any person or entity, including without limitation any copyright, moral rights, trademark, patent, right of publicity or right of privacy.
1. Term. Once a print is agreed upon and provided to Art Crate by the Independent Contractor, Art Crate may continue to reproduce the artwork without limitation unless instructed to stop by the Independent Contractor by written notice via email or physical letter.
2. Compensation Upon Termination. Upon termination, Independent Contractor shall be entitled to receive only the compensation earned but unpaid within 30 days of the date of termination and shall not be entitled to additional compensation unless expressly provided for in writing.
3. Benefits. Independent Contractor is not entitled to receive and Art Crate is not required to provide any benefits to Independent Contractor.
4. Expenses. There are no reimbursable expenses associated with the origination of a design by the Independent Contractor. Expenses included but are not limited to travel, automobile, entertainment, fines, meals, licensing, telephone, trade and association dues, and taxes are not reimbursable and are the sole responsibility of Independent Contractor.
11. Indemnification/Hold Harmless. Independent Contractor agrees to indemnify, defend and hold harmless Art Crate from and against any and all liability, damage, loss, cost or expense that Art Crate may at any time hereinafter suffer, incur, be put to, pay or lay out,
whether directly or indirectly, by reason of any breach or default by Independent Contractor in the performance of Independent Contractor’s efforts and obligations arising under this Agreement.
1. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors or assigns, as the case may be. The parties shall not assign any of their rights or obligations hereunder except with the written consent of the other party, which consent shall not be unreasonably withheld or delayed.
2. Counterparts. This Agreement may be executed in any number of counterparts confirmed by facsimile signatures transmitted by telephone, each of which shall be deemed a duplicate original. This Agreement shall not be effective until signed by all parties hereto.
3. Attorneys' Fees. In the event any party hereto institutes an action or other proceeding to enforce any rights arising under this Agreement, the party prevailing in such action or other proceeding shall be paid all reasonable costs and attorneys' fees by the other party, such fees to be set by the court and not by a jury and to be included in any judgment entered in such proceeding.
4. Severability. The invalidity or illegality of any provision, term, or agreement contained in or made a part of this Agreement shall not affect the validity of the remainder of this Agreement.
5. Entire Agreement. This Agreement is the sole expression of the parties' intent and expectations and contains all of the terms agreed upon by the parties with respect to the subject matter hereof and there are no representations or understandings between the parties except as provided herein. This Agreement supercedes and/or replaces any prior contracts or agreements between the parties. This Agreement may not be amended or modified in any way except by a written amendment to this Agreement duly executed by the parties.
6. Waiver. No waiver of a breach of, or default under, any provision of this Agreement shall be deemed a waiver of such provision or of any subsequent breach or default of the same or similar nature or of any other provision or condition of this Agreement.
7. Applicable Law. This Agreement shall be governed by and construed (both as to validity and performance) and enforced in accordance with the laws of the State of Nevada. The parties hereto consent to the exclusive jurisdiction and venue of the federal and state courts in Clark County, Nevada with respect to any controversy arising out of this Agreement or the transaction contemplated hereby.
8. Duplicate Originals. The parties hereby stipulate that a copy, be it via fax, email or other tangible or electronic form, of this document, so long as executed and dated by both parties, is enforceable as the original.
By checking the “I Accept the Terms and Conditions” box and clicking the "Continue" button on this page, you acknowledge you have read and agree to the above.
Stewart Christensen, Co-Founder Art Crate, LLC.