Rela Art Subscription Agreement
This Subscription Agreement (“Agreement”) is made effective as of the Effective Date (“Effective Date”) between Rev Art LLC DBA Rela Art (“Rela Art”), an Ohio limited liability company having it’s principal place of business in Columbus, Ohio, and You (the “Subscriber”), ("Subscriber," and together with Rela Art, the "Parties," and each, a "Party").
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. ART SUBJECT TO SUBSCRIPTION. Rela Art agrees to lease to Subscriber, and Subscriber agrees to lease from Rela Art, the certain pieces of curated artwork (the “Artwork”) as either chosen by Subscriber or by Rela Art on behalf of the Subscriber.
2. ART SUBJECT TO ROTATION SERVICE. Rela Art agrees to offer to Subscriber the option to request the service of rotation (“Artwork Rotation Service”) of the certain pieces of artwork (the “Artwork”) as either chosen by Subscriber or by Rela Art on behalf of the Subscriber after three months of display. Rela Art reserves the right to deny any requests for Artwork Rotation Service if inventory and related available resources do not provide for Artwork Rotation Service at requested time. Artwork Rotation Service is not a service included in the service of Artwork Subscription.
3. SUBSCRIPTION TERM. The Term of this Agreement shall begin on the Installation Date and will continue in effect until terminated pursuant to Section 6. Unless otherwise provided in this Agreement, Subscription will continue unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of cancellation. Subscribers may elect to enroll in 12-month or 24-month terms to activate annual payment terms.
4. SUBSCRIPTION PAYMENT TERMS. In consideration of Subscriber’s right to possess and use the Artwork during the Subscription Term, Subscriber shall pay the monthly fee (“Subscription Fee”), as displayed on Rela Art’s website at the time of the Subscription or provided in customized quote from Rela Art. Subscriber shall pay the Subscription Fee to Rela Art for the Subscription as a monthly fee during the Subscription Term, payable from the Installation Date of Agreement and each Subscription Term thereafter. Subscribers who have elected to enroll in 12-month or 24-month terms may advance pay (“Advance Pay”) full 12-month or 24-month fees, reflecting invoices (“Invoices”) provided by Rela Art. Subscriber shall provide to Rela Art a valid, up-to-date contact and billing detail information and thereby authorizes Rela Art to bill, by the applicable payment method, the Subscription Fee during the Term or in advance of the Term (“Advance Payment”). If Subscriber is not enrolled in Advance Payment, Rela Art shall be entitled to increase the Subscription Fee at any time subject to notice to Subscriber.
5. ARTWORK ROTATION SERVICE PAYMENT TERMS. Artwork Rotation Service is not a service included in the service of Artwork Subscription. In consideration of Subscriber’s right to request and use the Artwork Rotation Service during the Subscription Term, Subscriber shall pay the Artwork Rotation Service fee (“Artwork Rotation Service fee”), as displayed on Rela Art’s website at the time of the Subscription. Subscriber shall pay the Artwork Rotation Service fee to Rela Art for the Artwork Rotation Service after Artwork Rotation Service request has been approved and before Artwork Rotation Service has been completed.
6. TERMINATION. Either Party may terminate this Agreement with 30 days notice upon notice to the Party. Termination requires Rela Art may terminate this Agreement if Subscriber: (i) fails to pay any amounts when due under this Agreement, (ii) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part, or becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings related to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
7. REFUND POLICY. Subscriber shall be entitled to a full refund of Subscriber’s Subscription Fee if Subscription is canceled 60-days prior to the Installation Date. Any cancellations within 60-days of the Installation Date will be subject to only a partial refund of the Subscription Fee equal to 3-months of the Subscription Fees. Any cancellations after the Installation Date will be subject to Section 4 of this Agreement.
8. ARTWORK PURCHASE. If the Subscriber is not in default under this Agreement, the Subscriber shall have the option to purchase the Artwork at any time, at the full retail price of the Artwork. Upon the receipt of the purchase price of the Artwork, the Subscription Agreement for that subscribed wall shall terminate and Subscriber is no longer responsible for monthly subscription payments for that wall. Any other walls enrolled in a Subscription continue unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of cancellation. Notwithstanding any provision to the contrary, Artwork subject to this Agreement may be sold at any time. Subscriber shall have a right-of-first-refusal for any Artwork subject to this Agreement. Rela Art shall notify Subscriber of the intent to purchase any Artwork and Subscriber shall have 10-days to exercise their right to acquire such Artwork. If option is not exercised within 10-days, Subscriber shall return the Artwork in accordance with Section 13 of this Agreement and Rela Art will then work with Subscriber to obtain a comparable piece of artwork to replace the purchased Artwork.
9. DELIVERY AND INSTALLATION OF ART. Upon the purchase of a Subscription, Rela Art will coordinate with Subscriber for the installation of the Artwork. Upon the scheduling of the installation of the Artwork, the Artwork will be delivered and installed by Rela Art within a three-hour window of the date and time scheduled by the Subscriber (“Installation Date”).
10. LOCATION OF ART. The art will be installed and located at the location of Rela Art or the location of a Subscriber of Rela Art during the Subscription Term, and shall not be removed from that location without Rela’s prior written consent (see Section 11). Artwork remains the property of the Artist throughout Subscription until a purchase has been made. Artist has appointed Rela Art as an agent for artwork sales and leasing, and as such Artists also may not move, remove, alter, in any way harm the Artwork. Artist may inquire about the specific location of the Artwork, which Rela Art may disclose at it’s discretion.
11. TITLE AND RISK OF LOSS OR DAMAGE. Subscriber shall acquire no right, title, or interest in the Artwork, except as otherwise provided. Subscriber shall not pledge or encumber the Artwork in any way. Subscriber shall bear all risk of loss, damage, destruction, theft, and condemnation to or of the Artwork from any cause whatsoever ("Loss") until the Artwork has been returned to Rela Art. Subscriber shall notify Rela Art in writing within five (5) days of any such Loss. If a Loss, Subscriber shall be responsible for the full retail price of the Artwork as listed on Rela’s website at the time of Loss. Rela has permission to instantly charge Subscribers’ card on file for the full purchase price of any damaged Art.
A. ALTERATIONS. Lessee shall make no alterations to the art.
B. CARE OF THE ART. Lessee shall not allow any disruption of the art, move the art within the space, and shall maintain the initial installation quality during the Subscription Term. Only Rela Art or those expressly appointed by Rela may move the Artwork in any way.
C. LESSOR’S RIGHT OF INSPECTION. Rela Art shall have the right to inspect the art installed in public locations during Subscriber’s normal business hours.
12. INSURANCE. During the Subscription Term, Rela Art will not maintain an insurance policy on any Artwork. Subscriber, at its discretion, may secure insurance for any Artwork in its possession.
13. RETURN OF ART. Upon request for Artwork Rotation Service or the termination of the Subscription Term, Subscriber shall coordinate with Rela Art for the de-installation, inspection, and proper return of the Artwork. If Subscriber does not coordinate return of the Artwork to Rela Art in the condition and on the terms and conditions of Section 11, Subscriber shall continue to comply with all the terms and conditions of this Agreement, including the obligation to pay the full purchase price of any Artwork. If Subscription is terminated, Subscriber is responsible for artwork removal fees as quoted by Rela, charged to Subscriber’s card on file with notice.
14. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL RELA ART BE RESPONSIBLE OR LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF ANY PROVISION OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT SUBSCRIBER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL RELA ART'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL OF THE AMOUNTS PAID TO RELA ART HEREUNDER.
15. NO WARRANTY. RELA ART MAKES NO WARRANTY WHATSOEVER, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY AGAINST INTERFERENCE; OR (d) WARRANTY AGAINST INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
16. INDEMNIFICATION. Subscriber shall indemnify, defend, and hold harmless Rela Art and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, relating to, arising out of or resulting from any claim of a third party arising out of or occurring in connection with the Artwork or Subscriber's negligence, willful misconduct, or breach of this Agreement.
17. ASSIGNMENT. Subscriber shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Rela Art. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Subscriber of any of its obligations hereunder. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
18. WAIVER. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
19. EXCLUSIVE DISPUTE RESOLUTION MECHANISM. The parties shall resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity hereof (each, a "Dispute"), under the provisions of Section 16. The procedures set forth in Section 16 shall be the exclusive mechanism for resolving any Dispute that may arise from time to time, and Section 16 is an express condition precedent to binding arbitration of the Dispute. A party shall send written notice to the other party of any Dispute ("Dispute Notice"). The parties shall first attempt in good faith to resolve any Dispute set forth in the Dispute Notice by negotiation and consultation between themselves. If the parties cannot resolve any Dispute for any reason, either party may commence binding arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator shall be final and may be entered in any court having jurisdiction thereof. The number of arbitrators shall be one and the place of arbitration shall be in Columbus, Ohio.
20. ENTIRE AGREEMENT AND MODIFICATION. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.
21. NOTICE. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
22. SURVIVAL AND SEVERABILITY. Subject to the limitations as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
23. GOVERNING LAW. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of Ohio, without regard to the conflict of laws provisions of such State.
24. FORCE MAJEURE. In no event shall Rela Art be liable to Subscriber, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Rela Art’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemics, epidemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.