ARTIST AFFILIATE PROGRAM AGREEMENT
The Terms and Conditions of this Artist Affiliate Program Agreement constitute an electronic record within the meaning of the applicable law, which once accepted by the Artist, shall constitute a legal and binding agreement.
GENERAL This Artist Affiliate Program Agreement (this "Agreement") set forth the terms and conditions under which a portal Art4u.com, owned by Newstrokes Online Private Limited, a company incorporated under the Companies Act, 1956 [India], having its registered office at House No. 432, Gali Mata Wali Teliwara, Delhi-110032 ('Art4u.com' or 'Us'), offers you ('Artist' or 'you') the access to its Artist Affiliate Program on their said Website, through which you can upload, manage, share and display digital images of the original artistic creation, upon which you have the legal right, for the purposes of reproductions and sale thereof, in such form and manner as contained herein(the "Artwork"), on the terms and conditions stipulated hereunder.
THE PROGRAM & SALE OF REPRODUCTIONS Programme The Programme provides a forum to the Artists to promote its Artwork and earn consideration as contained herein, from the sale of copying / reproductions of the said Artwork in accordance with the terms of this Agreement. Sale of Reproductions The Artwork offered by you can be sold or offered for sale through a third party in any form and format including reproduction of the Artwork in the form of:
1. prints of Artworks appearing in your Artist Gallery in Photographic Prints, Giclee Prints, Poster Prints, Fine Art Prints etc.;
2. merchandising the Artwork on any products including apparels, home products, electronics and its accessories, Mobile phones and its Accessories, Stationary, Kitchen Utensils and Crockery. CHANNEL FOR SALE OF ARTWORK Artworks uploaded by you under the said Programme on the Website shall be reproduced / copies for sale on or through: (i) the Website, (ii) related sites, (iii) other websites operated by us or our Affiliates, (iv) catalogues distributed by us, (v) the websites or catalogues of our marketing partners or members of our affiliate programs, or (vi) any other sales channel we reasonably determine to use in the future (together, the foregoing clauses (i) through (vi) shall be collectively referred to as the "Channels") by Art4u.com or any other such third party to whom the license of the said Artwork may have been assigned, transferred by Art4u.com in accordance with the terms of this Agreement.
ARTIST GALLERY AND ARTIST CONTENT: As a Program participant, you will be provided an individual URL (which may be changed by us from time to time) to which you may upload your Artwork together with any sort of information which you wish to provide subject to the verification of the same by Art4u.com. Your specific designated URL and the pages designated to you which may be linked to your URL shall be referred as "Artist Gallery" credited to your name and your "Artist Pages," respectively. The Artist Gallery will contain certain Artist Affiliate Program graphics and textual links, which will serve to identify you as an Artist/ Program participant. Further you will receive a password and a user id. You are responsible for maintaining the confidentiality of the password and are fully responsible for all activities that occur on your Artist Gallery, and you undertake to ensure that you exit from your account at the end of each session and change your password on periodic intervals. You agree to promptly notify us of any unauthorized use of your password or Artist Gallery. You further undertake not to use a false email address, impersonate any person or entity, and otherwise misrepresent the origin of any Artist Content and/or to indulge in any activity which could be detrimental to the interest of Art4u.com and /or is illegal in accordance with the applicable laws Artist Gallery - Use You may add or remove Artistic Content from your Artist Gallery as you may wish, subject to the terms of this Agreement and other terms and conditions as are made applicable. It is specifically understood that the Website and your account shall not to be used to do following acts
(i) as storage for loading for another websites, whether internal or external to the Website;
(ii) to enable to access the link to other website,
(iii) to solicit for advertisers or sponsors or for any other form of marketing;
(iv) to display a sponsorship banner of any kind, including those that are generated by banner or link exchange services.
Content PolicyIt is specifically agreed by you that all the artistic contents appearing on your Artist Pages, so posted by you, will comply with our Content policy. You agree and undertake to be solely responsible for all elements of the Artist Content uploaded or distributed by you or in the name of your account (including but not limited to all Artwork and textual information such as contact details, profile, information and messages on your Artwork or the artwork of others) and the accuracy and propriety of the same.
You agree that Art4u.com will have the right, but not the obligation, to screen all Artist Content for compliance with its Content Policy, to prevent Artist Content from appearing on your Artist Pages or to remove Artist Content that already appears on your Artist Pages, for any reason.
You acknowledge that the factors determining whether Artist Content is in compliance with the Content Policy of Art4u.com may be subjective, and you agree that Art4u.com shall determine in our sole discretion whether your Artist Content adheres to the Content Policy or any amendment thereof so formulated by Art4u.com and made applicable from time to time.
You acknowledge and agree that we may preserve Artist Content and may disclose it if required to do so, by law or in the good faith belief that such disclosure is reasonably necessary in order to comply with the legal process or in order to enforce the terms of this Agreement.
Our production of any print, product, advertisement or collateral material featuring your Artist Content does not indicate that we approve of the Artist Content so uploaded by you or that you are absolved of any liability or harm arising from our use of the Artist Content. If you believe that your Artist Content has been copied by another person and appears on the said Website in a way that constitutes copyright and/or trademark infringement, please report it to us forthwith.At our discretion, we may allow users to report images that they believe violate our Content Policy.If one of your images is reported for violating our Content Policy, the image will be immediately removed from the said Website and then reviewed by us to determine whether such reporting was justified.We reserve the right to terminate you account for repeat abuses of our Content Policy or even otherwise.
You acknowledge that your Artwork will be publicly available and therefore you are solely responsible for evaluating and bearing all risks associated with the public availability of your Artwork. It is specifically understood that Art4u.com shall have no obligation and/or responsibility for registering the Copyright as vested in your Artistic work / Artwork with Indian Copyright office and you are therefore requested to give us all the documents in support of your claim of creation of your posted Artistic work / Artwork viz., copyright certificate duly issued from your jurisdiction and /or any other documents in support of your claim on the Artistic work / Artwork uploaded by you as and when called upon to do so by Art4u.com.
REPRESENTATIONS, WARRANTIES AND COVENANTS You covenants, represents and warrants as follows and acknowledges that Art4u.com is inter-alia relying upon such covenants, representations and warranties in making its decision to enter into this Agreement:
b)That you agree that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
c)That you possess all rights in all elements of the artistic work as a creator and / or copyright owner of the Artwork and or other rights which are necessary to grant us the rights granted by you in this Agreement. That you agree to provide us all the documents viz., Copyright registrations certificates, date compilations or any other proof evidencing and/or establishing your right of a copyright owner as such;
d)That no third party possesses any license or other rights with respect to any element of the Artist Content that would prohibit or impair our ability to exercise fully the rights granted by you in this Agreement, and you may not falsely state or otherwise misrepresent your affiliation with any other person or entity in any way. There is no pending or threatened claim, action, or proceeding related to any element of the Artist Content with respect to copyrights, trademarks or other intellectual property rights, and there is no basis for any such claim, action, or proceeding.
e)That all attributes associated with theartistic work posted by you shall be complied with our policy and shall not in any manner whatsoever (i) violate any applicable law, rule or regulation (including, but not limited to, laws relating to false or deceptive advertising); (ii) be libelous; or (iii) will violate, misappropriate or infringe upon any intellectual property right or other right of any third party (including, but not limited to, contractual rights, trademark rights, copyrights, trade secrets, moral rights, or rights of privacy or publicity).
f)That you agree and undertake not to put any information intended to lead to sales of Artworks outside the purview of the Website thereby circumventing the Program. This may include, but is not limited to, (i) external email addresses, (ii) telephone numbers, (iii) external website addresses, (iv) trade names that feature ".com," ".net" or similar domain extensions, (v) references to search keywords or similar references, or (vi) references to alternative channels through which your work may be purchased, or (vii) any other form of coordinates which can directly or indirectly link the end user / customer of Art4u.com.
g)That it is specifically agreed that You will not post any Artist Content that is false, inaccurate, misleading, illegal, obscene, threatening, defamatory, invasive of privacy, or otherwise objectionable or injurious to third parties or hurt the religious sentiments of any person and /or community. You will not post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, software viruses, political campaigning, commercial solicitation, mass mailings, "junk mail," "spam," "chain letters," or "pyramid schemes" or other such solicitations. You will not upload, post or otherwise transmit any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
h)That you acknowledge and agree that you will use the Website and operate your Artist Gallery at all times in accordance with all applicable Laws of India. Recognizing the global scope of the Internet, you further agree to comply with all applicable laws regarding the transmission of electronic data exported from the country in which you reside.
i)That you acknowledge that you have conducted a thorough independent investigation of the operations of Art4u.com and recognizes that the business venture contemplated by this Agreement will largely depend on the Artwork so uploaded by you and that Art4u.com expressly disclaims making of and the Licensee acknowledges that he has not received any warranty, representation or guarantee, expressed, implied or collateral, as to the potential volume of sales of the reproduction of the Artwork.
ROYALTIES AND PAYMENT For sales generated from selling the items of merchandise you are entitled to get the royalty as described in Schedule A of the Agreement. The royalty will be applied against the actual sale price / sale receipts of the merchandise product. No royalties will be owed or payable on the sale of items that violate any terms of the Agreement including the Content Policy as contained herein. Payments due to you shall be paid on the last day of the month.
Further in case Art4u.com assigns and /or transfers the License to any third Party collectively in the form of a Catalogue or individually then Art4u.com shall make all endeavours to ensure that the terms of such assignment and/ or transfer to the Third Party be not less favourable than the ones contained herein and the Artist shall still be entitled to its royalty as per terms of Schedule-A of this Agreement.
ARTIST’S LICENSE GRANT License Grant
You retain all copyrights to your Artworks and other Artist Content; provided, however, you grant to us a non-exclusive, transferable, assignable, worldwide, royalty-free license to:
(i) reproduce, reproduce and sell reproductions of your Artworks (and cropped or re-sized modifications thereof)
(ii) digitally reproduce, publicly display and otherwise utilize your Artworks (and watermarked, cropped or re-sized modifications thereof) and other Artist Content to advertise, market, promote, and publicize your Artwork, the Website and our other offerings in any manner, including, but not limited to, the Channels; provided, however provided that we shall not be required to so advertise, market, promote or publicize you as an Artist or your work.
Suggestions and Feedback. You grant us a transferable, worldwide, royalty-free license to use, disclose, modify, license and exploit any suggestions, comments, ideas, improvements or other feedback or materials disclosed by you to us.
TERMINATION Licenses granted in Section above shall terminate, as of the date that is two (2) months following the termination of this Artist Affiliate Program Agreement, in writing by the Artist. It is however agreed and understood by you / Artist that in the even of such termination Newstrokes Online Private Limited (together with its Affiliates, agents and assignees) shall still have the right to sell the stock already produced, under production or under any stage of prospective sales as on such date of termination on Art4u.com or on any of its sub domains or on its affiliate sites and the same shall constitute a valid licensed sale It is further agreed and understood by the Parties that any sales of the stock, already produced, under production or under any stage of prospective sales, concluded post termination of this Artist Affiliate Program Agreement shall entitle the Artist to the Consideration in terms of this Artist Affiliate Program Agreement.
USE OF LOGOS AND TRADEMARKS; PROPRIETARY RIGHTS We reserve the right to display any of our trademarks, trade names, designs, logos or trade dress ("Marks") on any part of the Website, including the Artist Gallery. It is specifically understood that you may use trademarks/domain names or any similar variants of the same in any manner subject to our positive approval for any such use. At no time during the tenure or subsistence of this Agreement or even after its termination of this Agreement you can challenge or assist others to challenge any Mark or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to any mark of ours in India and or abroad. You acknowledge and agree that any content found or distributed on or through the Website may be protected by our proprietary rights or our advertisers, partners and member artists. You may not use or distribute any such content without the authorization of the content owner.
It is also understood that by using our said Website, you shall not gain any right whatsoever, owned by Art4u.com and you are just using our Website and this usage shall not give you and/or does not constitute any assignment or transfer to you of ownership in any domain property of Art4u.com including trademarks, copyrights of Art4u.com
INDEMNIFICATION All postings of your Artist Content including Artwork and your provided information are believed to be true by us and you specifically hereby agree to defend, indemnify and hold harmless Art4u.com and its subsidiaries and/or affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses if such lossesarises out of or are based on (i) any claim that any element of your Artist Content infringes on any trademark, trade name, service mark, copyright, license, publicity right, privacy right, goodwill, patent, or other intellectual property or proprietary right of any third party; (ii) any misrepresentation of a representation or warranty or breach of a covenant made by you herein; (iii) any claim related to any element of your Artist Content or the Artist Gallery; or (iv) your use or misuse of the Website.
COMMUNICATIONS WITH MINORS The Website and the Program are directed and made available only to users 18 years old or older. We reserve the right, though it does not have the obligation, to monitor the Artist Gallery. If, at any time, we discover that you are using the Artist Gallery or the Program for any reason other than as in accordance with this Agreement, your relationship with us and your participation in the Program will be terminated immediately.
TERMINATION OF THIS AGREEMENT In accordance with our Policy we have a sole discretion to terminate your password, account (or any part thereof) or use of the Website, and remove and discard any Artwork you may have contributed to the Website, at any time for any reason or no reason. We may also in our sole discretion and at any time discontinue providing the Website, or any part thereof, with or without notice. We shall have no obligation to preserve or return to you any images, files or other Artist Content related to your account. Other than as set forth in the preceding sentence, we shall not be liable to you or any third-party for any termination of your access to the Website. Should you object to any terms and conditions of the Agreement or become dissatisfied with the Website in any way, your only recourse is to immediately discontinue your use of the Website and/or terminate your account.
DISCLAIMERS We hereby disclaim all warranties title, merchantability, fitness for a particular purpose and non-infringement and we make no warranty that the quality of any products and/or services purchased or obtained by artist through the website will meet your expectations, or that defects, if any, will be corrected. We make no representation that the operation of the Artist Gallery or the website will be uninterrupted, secure or error free, and we will not be liable for the consequences of any interruptionsor errors and website and the program are provided on an "as is" and "as available" basis. Further, we are not responsible for any damages suffered by you in connection with the Website or the Program including but not limited to loss of data, non deliveries or mis deliveries of content or email, errors, system down time, network or system outages, file corruption, service interruptions caused by our negligence or the negligence of a user of the website, or problems arising as a result of data or software distributed by, downloaded or accessed from or through the website. We further states that we are not in control of the posting of the artistic work by respective parties through our website and accordingly make no warranty or representation as to the accuracy, currency, completeness, reliability of any content or artworks distributed or made available by program participants through the website.
LIMITATION OF LIABILITY We hereby states that under no circumstances shall Art4u.com and/or its officers, employees, directors or agents, be liable for any indirect, incidental, special, consequential or exemplary damages, including damages for loss of profits, goodwill, use or dataresulting from: (a) your use or inability to use the Website; (b) unauthorized access to or alteration of your artist gallery, data or transmissions; (c) statements or conduct of any third party on the website; or (d) any other matter relating to this agreement, the program or your artist gallery. Further, our aggregate liability arising with respect to this Agreement will not exceed, at any time, the total amounts paid to you under this agreement during the previous 12-month period.
DISCLOSURE FOR LEGAL PURPOSES We are law abiding company and any information that is being seek pursuant to judicial and administrative proceedings and/or orders from Courts or Govt departments from any jurisdiction shall be disclosed promptly, if we believe the disclosure is necessary or appropriate. You also authorize us to disclose information if we believe the disclosure is necessary or appropriate in the event of an investigation of improper or illegal conduct in connection with the Artist Work that is being posted by you and which may put us at risk for liability for any third party infringement .
RELATIONSHIP You and Art4U.com are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Art4U.com.
DISPUTE RESOLUTION It is agreed that that any controversy, claim or dispute arising out of or in relation to this Agreement shall be referred to a Sole Arbitrator nominated/ appointed by Art4u.com in accordance with the provisions of Arbitration and Conciliation Act, 1996 or any amendment thereof. It is agreed and understood by you that you shall have no objection to the appointment / nomination of the Sole Arbitrator by Art4u.com nor shall you raise any objection on grounds of him being known or related to Art4u.com or to claim any bias against the said Sole Arbitrator. The venue of arbitration shall be New Delhi. The decision of the Arbitrator shall be final and binding. This Agreement shall be governed by the laws of India both substantive and procedural. The Parties agree that in case any interference is required or mandated by the Courts under the Arbitration and Conciliation Act, 1996 or any amendment thereof including filing of Section 9/ 11 Petitioners then the courts at Delhi alone shall have absolute and exclusive jurisdiction. The cost towards the Arbitration proceedings will be borne equally by both the Parties. The language of Arbitration proceeding will be English.
(Effective till 31st March 2017)
Artist Pay Out (including any taxes/levies/discounts)
Rs 100 per square feet of art print area
Framed Art Prints
Rs 100 per square feet of art print area + Rs.100
Rs 100 per square feet of art print area + Rs.50
Rs 100 per square feet of art print area
Rs 100 per square feet of art print area + Rs.100
Payouts to become payable 15 days from the date of delivery. Payouts happen during 2nd week of each month.
Payouts to become payable 15 days from the date of delivery.
Payouts happen during 2nd week of each month.