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This Artist Agreement (“Agreement”) is made by and between Canvas Lab LLC, a Delaware limited liability company (“Canvas Lab”) and you individually (“Artist”). Artist and Canvas Lab are herein periodically referred to individually as “Party” and collectively as “Parties.”
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the terms of this Agreement shall apply as between Canvas Lab and Artist.
Term: The term ("Term") of this Agreement shall commence upon your acceptance of the Agreement and shall terminate on the two (2) year anniversary of such date, provided that the Term shall automatically extend for consecutive one (1) year extension terms until terminated by either Party as provided herein.
Title to Artwork: Artist shall retain all right, title and interest in and to the Artwork provided by Artist hereunder (including, without limitation, the copyright in and to the Artwork), subject to the license rights granted to Canvas Lab under this Agreement. As used in this Agreement, the term "Artwork" shall mean the visual images, including Artist's name, trademarks, trade names and likeness, that Artist submits to Canvas Lab in any medium or format whatsoever.
Submission of Artwork: Artist shall retain possession of the original Artwork and shall send, share or deliver to Canvas Lab or one of their representatives a high-resolution digital file of the Artwork in a resolution and format acceptable to Canvas Lab. The Artist acknowledges that the terms of this Agreement shall apply to any additional Artwork Artist submits to Canvas Lab for the Term hereof.
Non-Exclusive License: Artist hereby grants to Canvas Lab a worldwide, royalty-free, non-exclusive license during the Term:
to display, reproduce, distribute, exhibit, publicly perform, broadcast, and transmit online or through any electronic means, and electronically or otherwise publish the Artwork and Products, including any part of the Artwork;
to modify, adapt, alter, change or otherwise create derivative commercial Products containing the Artwork image for sale to the general public;
to sublicense to any other person or company any of the licensed rights in the Artwork, subject to the terms and conditions of this Agreement;
to use any part of the Artwork in the promotion, advertising or marketing of the Canvas Lab Sites;
to promote, advertise and market the original Artwork for sale to the general public;
“Products” shall be defined herein to include, but not be limited to, framed and unframed prints, posters, and photographs; prints on canvas; acrylic and aluminum prints; books; clothing and apparel, including shirts, headwear, and pants; personal accessories, including water bottles and bags; housewares, including cups, glasses, plates, mugs; and other related products that may be created in the future.
Artist’s commission shall be equal to 10% of the Revenue (as defined in Section 6 below) derived from sale of the Products.
Notwithstanding the foregoing, Artist acknowledges and agrees that Canvas Lab offers promotions whereby Artist’s Products may be reduced in price by Canvas Lab. In the event Artist’s Product is included in such a reduced price promotion, Artist’s commission shall be equal to 10% of the pro-rated revenue from the final sales price. Canvas Lab retains the full right to select prices of Products and apply any discounts in its sole discretion.
Canvas Lab may create additional sales promotions which discounts the price of Artist’s Products when included as part of a larger group of Products. In such event, Artist’s commission shall always be based upon a pro rata share of the entire Revenue derived from the group of Products sold.
Revenue Definition: “Revenue” shall be defined as all revenues collected by Canvas Lab from the sale, license or any exploitation of the Products after deducting any third party buyer fees, sales or other applicable governmental taxes, and customer returns of any Products.
Artist's Sales Account; Accounting:
Canvas Lab shall maintain an "Artist's Sales Account" in order to keep a record of monies due the Artist from Canvas Lab. Upon the sale by Canvas Lab of the Products, Canvas Lab shall credit the Artist's Sales Account with the relevant percentage of the Revenue.
Canvas Lab shall maintain accurate books and records reflecting its Revenue figures for the Products. The Artist shall have the right, at the Artist's expense, to examine the Artist's Sales Account relating only to the sale of the Products once per calendar year during regular business hours. The Artist shall maintain in strict confidence all information relating to Canvas Lab obtained in the course of such inspection, and the Artist shall ensure that all such information is maintained in confidence by the Artist's attorney and the Artist's accountant.
Sixty (60) days after the end of each calendar month, Canvas Lab shall (i) pay to the Artist the amount in the Artist's Sales Account as of the end of the applicable calendar month; and (ii) provide to the Artist a list of the quantities and categories of Products sold during such calendar month. Artist acknowledges and agrees that Canvas Lab requires sixty (60) days to process any returns of Artist’s Products sold.
Archival License: When the Artwork is submitted to Canvas Lab, Artist grants to Canvas Lab a worldwide, royalty-free, irrevocable license in perpetuity to display, reproduce, distribute, exhibit, publicly perform, broadcast, and transmit on the Canvas Lab Sites an electronic image of the Artwork for historical and archival purposes.
Name and Likeness:
Artist grants to Canvas Lab:
a worldwide, royalty-free, right to use Artist's name, photograph, voice, sobriquet, likeness and biographical materials in connection with the distribution, exploitation, promotion, marketing and advertising of the Artwork and Products and the Canvas Lab Sites during the Term;
an agreement not to assert against Canvas Lab any privacy, publicity, moral or similar rights held by Artist and on behalf any other person whose name, photographs and/or likeness and/or performances are embodied in the Artwork or Products. Artist also agrees that any persons other than Artist appearing recognizably or otherwise in the Artwork or Products will not assert any privacy, publicity, moral or similar rights under the laws of the United States, any state of the United States, and any other country in connection with the exploitation of the materials as described in this Agreement; and
to the extent that the Artwork or Products contain the name, image, or likeness and biographical materials of any person, Artist hereby grants to Canvas Lab a worldwide, royalty-free, non-exclusive license to use the information in connection with the distribution, exploitation, promotion, marketing and advertising of the Artwork or Products, as described in this Agreement, during the Term.
No Assurances: There are no assurances whatsoever that the Artwork or Products will actually be used on the Canvas Lab Sites or if used will continue to be available for any guaranteed amount of time. Canvas Lab has the right, in Canvas Lab' sole and absolute discretion, to remove the Artwork and Products from the Canvas Lab Sites at any time. Artist acknowledges that Artist is solely responsible for all content submitted to the Canvas Lab Sites by Artist. The Canvas Lab Sites may be discontinued at any time, with or without reason and all Artist materials uploaded to the Canvas Lab Sites may be removed and unavailable for recovery by any means. Artist and only Artist is responsible for maintaining at Artist's expense and in facilities owned or controlled only by Artist any and all original materials or so-called back-up copies of all or any part of the Artwork.
Termination: Artist and Canvas Lab agree that, in consideration of their mutual duties and undertakings, each to the other, neither of them will terminate this Agreement during its term but for good cause. In the event that either Artist or Canvas Lab wishes to terminate this Agreement, each agrees to give the other written notice of termination (which shall include the good cause grounds for termination) not less than thirty (30) days prior to the date the Agreement would be terminated. After termination of this Agreement, Canvas Lab shall have ninety (90) days to sell any Products from the date of termination and to settle and transfer to Artist (and/or Artist's estate) the balance due Artist (or, if applicable, Artist's estate) in Artist's sales account.
Representations and Warranties: Artist represents and warrants that:
Artist has the full right and power to enter into and perform this Agreement and to grant Canvas Lab all rights to use the Artwork and Products as contemplated in this Agreement, including;
Artist has obtained all necessary third-party consents, rights, licenses and permissions, if any, required for Artist to enter into and perform this Agreement and to grant Canvas Lab the rights to use the Artwork set out in this Agreement (including, without limitation, consents and permissions from owners of any elements that are used in the Artwork or Products);
the Artwork and Products (and Canvas Lab' use under this Agreement) do not and will not infringe upon any rights of any third party, including any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party;
all information provided by Artist to Canvas Lab is true and complete;
the Artwork does not and will not violate any law, statute, ordinance or regulation;
the Artwork is not and will not be defamatory, libelous, threatening, pornographic, obscene, harmful to minors, violations of child pornography or child sexual exploitation laws;
the Artwork does not and will not contain any viruses or other programming routines that may detrimentally interfere with computer systems or data, whether those of Canvas Lab or any third party.
Indemnification: Artist shall defend, indemnify, reimburse and hold Canvas Lab and its parent, subsidiary and affiliated entities, and its members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees and assigns harmless from and against any and all liability, loss, damages, judgments, costs and expenses (including reasonable attorney's fees, costs, expenses and court costs) arising out of or related to:
Artist's use of the Canvas Lab Sites;
any breach or alleged breach of Artist's representations and warranties and/or any breach, alleged breach or violation of the notices, terms and conditions of this Agreement; or
Artist's violation or alleged or threatened violation of any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party, arising from the submission and/or use of Artwork as provided in this Agreement.
Performance: Artist acknowledges and agrees that the operation of the Canvas Lab Sites may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Canvas Lab will not be responsible to Artist or others for any interruptions, errors or problems or even for an outright discontinuance of the Canvas Lab service. There are no assurances whatsoever that any of the Artwork or Products or any part or element of Artist materials will actually be used on the Canvas Lab Site or if used will continue to be available for any particular time. Canvas Lab has the right, in Canvas Lab' sole and absolute discretion, to remove from the Canvas Lab Sites at any time the Artwork or any part of them and/or to revoke any sublicense granted by Canvas Lab to any affiliate or unaffiliated third party. Notwithstanding the foregoing, Canvas Lab does not control the content of the Artwork and does not have any obligation to monitor the content of the Artist materials for any purpose or reason. Artist acknowledges that Artist is solely responsible for all content submitted to the Canvas Lab Sites by Artist.
No Warranty: To the full extent permitted by applicable laws, Canvas Lab hereby disclaims all warranties, either express or implied, including but not limited to the following:
the uninterrupted or continuous availability of the Canvas Lab Sites; and the implied warranties of merchantability, fitness for a particular purpose, and the non-infringement with respect to the Canvas Lab Sites and any other services provided by Canvas Lab thereunder.
Canvas Lab does not warrant that the Canvas Lab Sites, any part thereof, or any information or other material accessible through the Canvas Lab Sites is free from viruses, worms, Trojan horses or other harmful components.
No Third Party Liability: Canvas Lab hereby disclaims all responsibility and liability for any third party use of the Artwork posted and available for viewing on the Canvas Lab Sites. Artist shall be solely responsible for seeking relief for any unauthorized use of the Artwork by any third party, and shall not seek relief from Canvas Lab. If a third party obtains the Artwork from the Canvas Lab Sites (whether or not with Canvas Lab’s permission) and such third party uses the Artwork in a way not authorized by the Artist pursuant to this Agreement, Artist shall not seek redress or recovery from Canvas Lab, but shall seek any such redress or recovery exclusively from such third party. Artist shall not hold Canvas Lab responsible or liable for such unauthorized uses.
Exclusion of Damages: To the full extent permitted by any applicable laws, in no event shall Canvas Lab, its officers, directors, members, affiliates, subsidiaries, licensees, assigns, successors, agents, representatives, employees or licensors be liable for any damages whatsoever (including, without limitation, damages arising out of any action under contract, negligence or any other theory and damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss, incidental damages, consequential damages, punitive damages, exemplary damages), whether or not Canvas Lab has been advised of the possibility of such damages, arising out of or in connection with this Agreement or the use or performance of the Canvas Lab Sites. In no event shall Canvas Lab’s total liability to Artist under this Agreement from all causes of action and under all theories of liability exceed the total amount earned by Artist hereunder. The Parties acknowledge and agree that Canvas Lab has entered into this Agreement in reliance upon the limitations of liability specified in this Agreement, which allocate the risk between Artist and Canvas Lab, and form the basis of the bargain between the Parties.
Copyright and Trademark Notices: Canvas Lab, the Canvas Lab logos, and the layout and design of the Canvas Lab Sites, among other marks that may appear on the Canvas Lab Sites are trademarks of Canvas Lab (the "Canvas Lab Marks"). Other trademarks and service marks on the Canvas Lab Sites may be the property of the advertisers, content partners and/or providers, or other third parties. Artist may not use any of the Canvas Lab Marks without Canvas Lab's prior written permission, which may be withheld in Canvas Lab’s sole discretion, and Artist may not use any third-party marks without the third party's prior written permission.
To Canvas Lab:
Canvas Lab LLC
PO Box 361143
5350 Wilshire Blvd
Los Angeles, CA 90036
8055 W Manchester Ave
Playa del Rey, CA 90293
Attn: Matthew Swanlund, Esq.
This Agreement shall be governed in all respects by the laws of the State of California without regard to it’s or any other jurisdiction’s conflict of laws principles. The sole venue and jurisdiction for disputes arising from this Agreement shall be the appropriate State or Federal court located in Los Angeles, California.
Canvas Lab shall have the right to assign this Agreement in whole or in part to any person or business entity in its sole discretion. Artist may not assign Artist's rights or delegate Artist's obligations under this Agreement without the prior written consent of Canvas Lab, which may be withheld, conditioned or delayed in Canvas Lab’s sole discretion.
Artist shall keep the contents of this Agreement strictly confidential and shall not disclose the contents of his Agreement in whole or part to any third party.
This Agreement represents the entire understanding between Canvas Lab and Artist and each of them warrants and represents there are no agreements or understandings between them other than, and except as provided for in, this Agreement.
Artist and Canvas Lab acknowledge and agree that this Agreement may not be modified other than through a writing executed by Artist and Canvas Lab.
Artist and Canvas Lab agree that the numbering of different provisions of this Agreement is for the purposes of their convenience only and is not intended to imply or suggest that any such provision may be considered separate and ap