Licensing Agreement to Merchandise Images

Licensing Agreement to Merchandise Images
Last Revision, Wednesday July 17, 2019
Definitions
AGREEMENT 
Merchandise License Agreement ("Agreement"). This Agreement contains the terms and conditions under which FinerWorks Media, LLC (Geo Galleries) offers to sell to a third party, called a BUYER, a product based on one or more printed digital IMAGE files by registered users of the Geo Galleries web site through the use of the VIRTURAL INVENTORY technology.
ARTIST
For the purpose of this Agreement an ARTIST is any person or entity that possesses intellectual property rights to the IMAGE file they upload or an authorized agent of the ARTIST and display the IMAGE file at Geo Galleries. For the purpose of this agreement and payment of royalties, the ARTIST is considered an independent contractor and not an employee of FinerWorks Media, LLC or Geo Galleries.
SELLER
For the purpose of this Agreement the SELLER is FinerWorks Media, LLC, a fine art production company, doing business as Geo Galleries and GeoGalleries.com. Notwithstanding the actual physical location of Geo Galleries, for the purpose of this agreement, Geo Galleries is located at 10930 Wye St, Suite 103, San Antonio, Texas 78217.
BUYER
For the purpose of this Agreement the BUYER is any third party that wished to PURCHASE a LICENSED PRINT PRODUCT made available by either the ARTIST on the SELLER’s website.
FINE ART PRODUCTION FACILITY
The printing and framing facility for LICENSED PRINT PRODUCTs, owned and operated by FinerWorks Media, LLC, located at 10930 Wye St, Suite 103, San Antonio, TX 78217, and used for the fulfillment for orders placed by a BUYER on a website or mobile application provided by the SELLER.
IMAGE
A digital image file used to render and reproduce a picture in a physical printed format supplied by the ARTIST or their designated Agent.
VIRTURAL INVENTORY
An online catalog and management center of ARTIST DEFINED PRODUCTs specified by the ARTIST. 
ARTIST DEFINED PRODUCT
A print or product defined by the ARTIST and based on one or more IMAGEs and offered at the ARTIST’s discretion on the SELLER’s website using the IMAGE provided by the ARTIST and designated for sale by the ARTIST.
SELLER DEFINED PRODUCT
A print or product defined by the SELLER and based on one or more IMAGEs and offered at the SELLER’s discretion on the SELLER’s website using the IMAGE provided by the ARTIST.
LICENSED PRINT PRODUCT
A print or product using a rendered digital reproduction of artwork legally authorized for reproduction as an ARTIST DEFINED PRODUCT or SELLER DEFINED PRODUCT. This DOES NOT include any additional FRAMING PRODUCTs or ADDONs associated with the sale of the LINCESED PRINT PRODUCT.
FRAMING PRODUCT
A finished picture frame, matting, glazing or framing hardware Purchased in combination with the PURCHASE of a LICENSED PRINT PRODUCT.
FRAMING PRICE
The SELLER’s retail price for frames, matting and/or glazing.
FRAMING COMMISION
10% of any framing products or services assigned to the purchase of a LICENSED PRINT PRODUCT.
ARTIST COST
This represents what the ARTIST would pay for the LICENSED PRINT PRODUCT directly in single quantity increments from the FINE ART PRODUCTION FACILITY. This may be listed in the ARTIST’s VIRTURAL INVENTORY.
PURCHASE
An online or offline monetary transaction between the BUYER and the SELLER.
ADDON
One or more optional products or services offered to the BUYER in conjunction with a PURCHASE.
ADDON PRICE
The price the BUYER pays for any optional ADDON offered by the SELLER.
PURCHASE PRICE
The total price the BUYER pays for the LICENSED PRINT PRODUCT along with any additional number of ADDONs and/or FRAMING PRODUCTs.
MINIMUM RETAIL PRINT PRICE
The minimum amount the LICENSED PRINT PRODUCT can be sold for by the SELLER which is equals half times (0.5x) the ARTIST COST.
MAXIMUM RETAIL PRINT PRICE
The maximum amount the LICENSED PRINT PRODUCT can be sold for by the SELLER which equals three times (3x) the ARTIST COST.
ADMINISTRATIVE FEE
10% of the RETAIL PRINT PRICE. Assigned upon the sale of a product to cover miscellaneous costs associated with product sale and promotion.
RETAIL PRINT PRICE
Price the ARTIST sets for the LICENSED PRINT within the range of the MINIMUM RETAIL PRINT PRICE and MAXIMUM RETAIL PRINT PRICE. 
SELLER FEE
Shall be the ARTIST COST plus ADMINISTRATIVE FEE.
NET SALE
Shall be the RETAIL PRINT PRICE and any FRAMING COMMISSIONSs, minus the SELLER FEE. 
ROYALTY PAYMENT
Represents the payment disbursement of the ARTIST’s NET SALE.
MINUMUM EARNINGS
The minimum earning is set at $1 USD.
LICENSE CANCELLATION
Occurs when, this Agreement is nullified by the ARTIST or the SELLER removing a print file from the ARTIST’s account, modifies the recorded print file’s database settings by indicating a print is not for sale, changing the status of print file so it is not available for potential BUYER viewing or direct PURCHASE or CANCELLATION OF ACCOUNT.
CANCELLATION OF ACCOUNT 
The ARTIST may cancel an account at any time which nullifies parts of this Agreement which grants the SELLER the rights to sell LICENSED PRINT PRODUCTS based on the ARTIST’s IMAGEs. CANCELLATION OF ACCOUNT can be done by sending an e-mail request or signed letter accompanied by their username and password.
This Agreement is between the ARTIST and the SELLER with respect to the use of certain IMAGEs created by the ARTIST for the LICENSED PRINT PRODUCTs which will be sold to a BUYER.
The purpose of this agreement is to show the ARTIST has indicated acceptance of this Agreement be assigned to any LICENSED PRINT PRODUCT; and the ARTIST has created the IMAGE that the ARTIST wishes to license for purposes of manufacture and sale; and the SELLER wishes to use the IMAGE to create a certain product or products for manufacture and sale.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable consideration, the parties hereto agree as follows:
1. Grant of Merchandising Rights. The ARTIST grants to the SELLER the nonexclusive right to an IMAGE in which the ARTIST maintains ownership and which the SELLER has generated SELLER DEFINED PRODUCTS or the ARTIST has setup as prints using technology provided by the SELLER and have indicated are licensed for sale directly through the SELLER’s web site. The ARTIST, by uploading an IMAGE to their account, the SELLER may market and distribute copies of the IMAGE in printed format as a LICENSED PRINT PRODUCT to BUYERs located worldwide and in approved countries up until the ARTIST account cancellation occurs. Prior to ARTIST account cancellation, the ARTIST agrees to remove all LICENSED PRINT PRODUCTS they have setup in their VIRTURAL INVENTORY and deleted all IMAGEs within their account. The SELLER may do this at account cancellation if the ARTIST fails to do so or the SELLER initiates cancellation of the ARTIST’s account. Removal of IMAGES is considered notice to the SELLER that the product is no longer available as a LICENSED PRINT PRODUCT. 
2. Ownership of Copyright. The ARTIST shall retain all copyrights and affirms their role as intellectual property rights holder for IMAGES used in LICENSED PRINT PRODUCTs. The ARTIST assumes liability for all copyright claims pertaining to any print file’s they upload and make available for PURCHASE for BUYERs.
3. Advance and Royalties. SELLER agrees to pay ARTIST a nonrefundable advance in the amount of $0 USD. SELLER further agrees to pay ARTIST the NET SALE of the LICENSED PRINT PRODUCT. Royalties shall be deemed to accrue 30 days after the LICENSED PRINT PRODUCT is Purchased by the BUYER.
4. Payments and Statements of Account. Any ROYALTY PAYMENT shall be issued in the form of a bank wire transfer or PayPal payment on a weekly basis. The SELLER shall furnish ARTIST access to an online statement of account showing transaction information which includes BUYER details, quantities of the LICENSED PRINT PRODUCTs sold, and the NET SALEs received.
5. Samples and Inventory. The ARTIST shall have the right to PURCHASE any of their LICENSED PRINT PRODUCTs at the ARTIST COST either at Geo Galleries or FinerWorks.com. The ARTIST grants the SELLER the right to create sample products for the purpose of display in traditional retail establishments of their choosing to include but is not limited to print studios, galleries, trade shows and other online stores. ROYALTY PAYMENTS for any sales of sample prints will be awarded to the ARTIST under the same terms specified in paragraph of this agreement titled “Advance and Royalties”. The SELLER may choose to maintain a physical inventory of prints in advance of sales in order to quickly fulfill the demand of BUYERs.
6. Quality of IMAGE for Reproductions. The SELLER shall have the right to approve the quality of the reproduction of the IMAGE as Licensed Prints and cancel or void sales to a BUYER where the SELLER deems the IMAGE quality provided by the ARTIST is not suitable for production or reflects poor workmanship as a LICENSED PRINT PRODUCT. The SELLER reserves the right not to sell LICENSED PRINT PRODUCTs to a BUYER at the discretion of the ARTIST or SELLER. Reserving the right not to sell does not cancel this Agreement.
7. Promotion. SELLER shall use its best efforts to promote, distribute, and sell the LICENSED PRINT PRODUCTs through the Geo Galleries web site and other online marketing endeavors. The ARTIST may also promote, market and redistribute LICENSED PRINT PRODUCTs.
8. Reservation of Rights. All rights not specifically transferred by this Agreement are reserved to the ARTIST.
9. Indemnification. The ARTIST shall hold the SELLER harmless from and against any loss, expense, or damage occasioned by any claim, demand, suit, or recovery against the ARTIST arising out of the use or sale of the IMAGE for the LICENSED PRINT PRODUCT. The SELLER offers no warranties on the frequency or number of sales of LICENSED PRINT PRODUCTs provided by the ARTIST.
10. Assignment. Neither party shall assign rights or obligations under this Agreement, except that the ARTIST may assign the right to receive money due hereunder.
11. Unions and Guilds. The ARTIST acknowledge that Geo Galleries is not part of a collective bargaining agreement with any union or guild and that they are solely responsible for complying with any applicable union or guild rules, including without limitation, those relating to payments.
12. Tax Information. ARTIST may be required provide taxpayer identification information to the SELLER. If the ARTIST earns more than $600.00 in royalties per calendar year, the SELLER will file form 1099 with the United States Internal Revenue Service, naming the ARTIST as a contractor who received the taxable income. If the SELLER does not have current taxpayer information for the ARTIST on file for a particular year, payments may be withheld until the appropriate tax identification information is provided by the ARTIST. ARTIST’s not originating or receiving payment in the U.S. will be exempt from such said withholdings. Any Interest accrued while earnings remain in the possession of the SELLER will remain with the SELLER regardless of payment schedule and payment time frame.
13. Nature of Contract. Nothing herein shall be construed to constitute the parties hereto joint ventures, nor shall any similar relationship be deemed to exist between them.
14. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Texas, within the United States of America; SELLER consents to the jurisdiction of the courts of the State of Texas, within the United States of America.
15. Addresses. All notices, demands, payments, ROYALTY PAYMENTs, and statements shall be sent to the ARTIST at the address indicated within their Geo Galleries account and to the SELLER at the following address FinerWorks Media, LLC, 10930 Wye St, Suite 103l, San Antonio, Texas 78217.
16. Modifications of this Agreement. The SELLER holds the rights to modify any of the terms and conditions shown in this Agreement, at any time and at its sole discretion. The SELLER will post updated version of this license for review within 3 days of any amendment. ARTISTs are responsible for reviewing this Agreement on the SELLER’s web site. If any terms of this Agreement are or become unacceptable to the ARTIST, the ARTIST must immediately submit a cancellation request in writing, indicating cancellation of this Agreement. If the any terms of this agreement change, the SELLER may require the ARTIST to accept this Agreement again before producing a LICENSED PRINT PRODUCT Purchased by a BUYER.
17. Termination of this Agreement. The ARTIST may terminate their Licensing Contract to Merchandise IMAGEs with the SELLER at any time. CANCELLATION OF ACCOUNT must be done by sending an e-mail request or fax message accompanied by their username and password. The SELLER reserves the right to cancel this agreement with the ARTIST at any time without reason and without notice.
18. Survival. The following Sections will survive termination of your Account: 2, 8, 9, 10,11,12,14,15,16, and 17.