Rela Artist Agreement
THIS AGREEMENT is made effective as the Effective Date by and between Rev Art LLC DBA Rela Art, an Ohio limited liability company having its principal place of business in Columbus, Ohio ("Rela Art"), and You ("Artist").
In consideration of the mutual promises and covenants herein contained, the parties hereby agree as follows:
1. AGENT APPOINTMENT AND ACCEPTANCE. Artist hereby appoints Rela Art on a non-exclusive basis as an authorized leasing agent of the Consigned Artwork and on non-exclusive basis as an authorized sales agent of the Artwork (as defined in Section 2 below) as set forth in this Agreement. Rela Art accepts such appointment and agrees to act in such capacity as described in this Agreement and to be bound by all terms herein.
2. ARTIST RESPONSIBILITIES; DELIVERY OF ARTWORK. Artist shall consign and deliver to Rela Art such Artwork, as described more fully on the Available Artwork List, that Artist chooses to lease or sale through Rela Art, and any additional Artwork of Artist as may be mutually designated in writing by the parties to this Agreement from time to time (the "Artwork"). Deliveries of Artwork to Rela Art hereunder shall be made at Artist's sole expense and all shipments of Arts to Rela Art shall be F.O.B. Rela Art Locations (as defined in Section 4). Artist shall provide images and all caption information for all Artwork subject to this Agreement; and physically provide properly wired and ready to hang artwork to Rela Art. Upon receipt by Rela Art of any Artwork, Rela Art shall promptly conduct a preliminary incoming inspection of the Artwork to verify whether Rela Art has received the Artwork, as provided under the Artwork Application, and to detect any visible damage to the Artwork. Rela Art shall notify Artist in writing, within three (3) business days of any delivery of the Artwork, of any damage to the Artwork as delivered or any other non-conformity of the delivery to the request originally made by Rela Art. Upon receipt of the Artwork, Rela Art shall have the exclusive right to display the Artwork in the sole discretion of Rela Art.
3. PRICING, COMMISSION, AND TERMS OF PAYMENT
A. Leased Artwork. Artist shall be entitled to twenty-five (25%) percent of the gross profit amount received by Rela Art by Subscribers of Rela Art for the Artwork (“Curation Plan Subscription Fees”). Such Subscription Fee earnings shall be made to Artist on a monthly basis, in a manner agreeable to the Parties. Artist shall provide to Rela Art appropriate account, banking, or other information in order to allow Rela Art to make such Subscription Fee payments.
(a) Any discounts offered to subscribers will be deducted from Rela’s earnings; the Artist’s earnings will remain at twenty-five (25%) percent of the gross amount received by Rela Art by Subscribers of Rela Art for the Artwork (“Curation Plan Subscription Fees”).
B. Purchased Artwork. Artist shall be entitled to seventy (70%) percent of the gross purchase price of the Artwork (“Purchase Price”) sold through Rela Art’s point of sale (POS)(“Sales”) or Artist’s POS (“Alternative Sales”). Such Purchase Price shall be made to Artist within 30 days after the receipt of the Purchase Price, in a manner agreeable to the Parties. Artist shall provide to Rela Art appropriate account, banking, or other information in order to allow Rela Art to make such Purchase Price payments. For payments received by Artist for an Alternative Sale of Consigned Artwork, Artist shall remit thirty (30%) percent of the Artwork (“Purchase Price”), to Rela Art within 30 days after the completion of the Alternative Sale. Artwork (“Purchase Price”) is the agreed upon price between Rela and Artist as noted in the Artwork Application
C. Shipped (“Small Works”) Artwork. Artist shall be entitled to rate agreed upon in consigned Small Works Artwork Application for each Artwork sold through Rela Art’s point of sale (POS). Such rate of Purchase Price shall be made to Artist within 30 days after the receipt of the Purchase Price, in a manner agreeable to the Parties. Artist shall provide to Rela Art appropriate account, banking, or other information in order to allow Rela Art to make such Purchase Price payments
4. STORAGE AND CARE OF ARTWORK. The Artwork shall be stored at Rela Art's facilities or on the premise of Subscribers of Rela Art, as provided under the Subscription Agreement. Artwork shall be marked to indicate Artist's ownership of such Artwork, in a form and manner determined by Artist. Artist accepts and agrees that Rela Art shall not be responsible for any loss or damage to Artist, or for any loss, casualty, theft, or damage to the Artwork, regardless of the cause thereof. Title to all Artwork shall be retained by Artist unless and until such Artwork by Rela Art are withdrawn from such inventory by Rela Art as provided in Section 5 below. The Artwork shall not be covered by Rela Art's insurance while at the Locations or otherwise placed. Rela Art shall have no obligation to insure the Artwork and Artist shall bear the entire risk of loss or damage to the Artwork at all times prior the sale or lease of the Artwork as provided under the terms of this Agreement. After installation, responsibility for loss or damage to the Artwork shifts to the subscriber. 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 Art’s website at the time of Loss.
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.
5. WITHDRAWAL OF ARTWORK FOR PURCHASE BY SUBSCRIBERS. Title to the Artwork shall pass from Artist to Subscribers of Rela Art when Rela Art withdraws such Artwork from the inventory. Title shall never pass to Rela Art upon the acquisition of Artwork. Artist appoints Rela Art as agent and power of attorney for purposes of executing the sale of art to Subscribers of Rela Art. Rela Art shall promptly, upon purchase, notify Artist, of the particular purchase of Artwork that has been acquired. Upon receipt of the purchase price by Subscribers of Rela Art, Rela Art shall, within 30 days, submit payment to Artist the percentage of the purchase price as provided under Section 3.
6. ARTWORK WARRANTY; DEFECTIVE ARTWORK. Artist warrants that the Artwork will be free from defects in design, materials, and workmanship. Artist warrants that the Artwork are merchantable and fit for their intended use and that the Artwork will perform in conformance with the specifications and documentation provided with the Artwork. Artist agrees that such warranties are made for the benefit of Rela Art, its customers and dealers, and any end users of the Artwork. Rela Art may, at Artist's sole expense, return Artwork to Artist that are found to be defective.
7. MARKETING DEVELOPMENT. At no charge to Rela Art, Artist shall support any efforts to sell or lease the Artwork by Rela Art, including providing sales literature, advertising materials and reasonable training and support in the sale and use of the Artwork to employees and Subscribers of Rela Art, if requested to do so by Rela Art. Rela Art may advertise and promote the Artwork in a commercially reasonable manner and may use Artist's trademarks, service marks and trade names in connection therewith. Artist agrees to cooperate with Rela Art in advertising and promoting the Artwork.
8. TERM AND TERMINATION.
A. Term. Unless earlier terminated as provided herein, this Agreement shall have an initial effective period of two (2) years commencing on the effective date (“Initial Term”) and shall automatically renew for successive one (1) year periods, unless either party has given the other written notice of its intention not to renew this Agreement at least sixty (60) days prior to the end of the initial or any subsequent renewal period.
B. Termination for Convenience. Notwithstanding anything herein to the contrary, this Agreement may be terminated by Rela Art, for any reason or no reason, at any time upon at least thirty (30) days written notice to the other party. Upon the mutual consent of Rela Art, Artist may terminate this Agreement by providing 60-days written notice of request to terminate Agreement and shall remit Termination Fee of $200 to Rela Art.
C. Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Rela Art shall make best efforts to return to Artist, at Artist's sole expense (F.O.B. Rela Art Locations) all Artwork still in Rela Art's possession that Rela Art has not withdrawn from the inventory.
D. Survival. All terms and conditions which by their nature are intended to survive termination of this Agreement shall survive to the extent necessary to preserve the rights and expectations of the parties hereto.
9. INDEMNIFICATION. Artist shall defend, indemnify, and hold harmless Rela Art, its officers, directors, employees, counsel, agents, and attorneys-in-fact from and against any claims, demands, liabilities, expenses (including attorneys' fees and costs), or other losses for any injury or damage, including, but not limited to, any personal or bodily injury or property damage, relating to, arising out of, or resulting in any way from any defect in Artwork. Artist shall indemnify and hold harmless Rela Art, its officers, directors, employees, counsel, agents and attorneys-in-fact from and against all damages and costs incurred by Rela Art arising from the infringement of any copyrights or trademarks in the manufacture or marketing of the Art. Upon incident of loss or damage of Artwork, Rela Art holds Subscriber responsible and instantly charges Subscribers the full purchase price of any damaged artwork to pay due earnings to Artist.
10. ARTIST'S REPRESENTATIONS AND WARRANTIES. Artist represents and warrants to Rela Art that: (a) the Artwork are original works of art and that they do not infringe upon any patents, copyrights, or trademarks of others, and that there are no suits or proceedings pending or threatened which allege that any Artwork or the use thereof infringes upon such patents, copyrights, or trademarks and (b) sales of the Artwork, at the listed prices and/or discounts do not in any way constitute violations of federal, state, or local laws, ordinances, rules, or regulations, including any antitrust laws or trade regulations.
11. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY EXPENSES, LOST REVENUES, LOST SAVINGS, LOST PROFITS, OR ANY OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY BUSINESS RELATING TO OR ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED (ABSENT MALICIOUS INTENT OR GROSS NEGLIGENCE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS HEREIN SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT.
12. LIMITED LICENSE. Artist hereby grants to Rela Art, and each of their respective, permitted successors, and assigns during the Term the nonexclusive, perpetual, and irrevocable right and limited license to the Artwork (“License”) for the limited purpose of taking photographic images and video for purposes of advertising, promotional, marketing, or other sales activities. For purposes of clarity and without limiting the foregoing, Artist acknowledges and agrees that the rights and license granted to Rela Art under this Agreement include Rela Art’s rights: (a) to modify, edit, combine with other materials translate, include in collective works, and create derivative works of the Artwork in whole or in part (collectively, "Adapt," "Adapted," and "Adaptation" have correlative meanings); and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise) and transmit the Artwork, in whole or in part, as Adapted for such purposes and uses as are permitted under this Section 12.
13. MISCELLANEOUS.
A. Assignment. Artist 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 Artist 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.
B. Choice of Law and Dispute Resolution. This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims are governed by, and construed in accordance with, the laws of Ohio. 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 this Section 13(B). The procedures set forth in this Section shall be the exclusive mechanism for resolving any Dispute that may arise from time to time. 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.
C. Entire Agreement; Amendment and Modification. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any other agreements, express or implied, between the parties with respect to the subject matter. This Agreement shall not be amended or modified except by a writing signed by duly authorized representatives of the parties.
D. Notices. Upon execution of this Agreement, the parties hereto shall designate to the other in writing that party's authorized representative for all matters relevant to this Agreement, and the parties may change such representatives at will upon written notice to the other. All written notices required under this Agreement shall be delivered to the addresses for each party set forth above until such address for notices is changed by notice provided in the manner required herein. The authorized representatives may require that copies of any such notices be sent to an authorized representative at a different address.
E. Withholding Payment. In the event that any legitimate dispute arises out of this Agreement, Rela Art shall have the right to withhold any payment to Artist.
F. Waiver. The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the full rights to require such performance at any time thereafter. The waiver by either party of a breach of any provision hereof shall not be taken, construed, or held to be a waiver of the provision itself or a waiver of any breach thereafter or any other provision hereof.
G. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each party, its successors and assigns.
H. Severability. A judicial determination that any provision of this Agreement is invalid in whole or in part shall not affect the enforceability of those provisions found not to be invalid.
I. Relationship of the Parties. Regarding all matters relating to this Agreement, this Agreement creates an independent contractor relationship between the parties. Nothing contained in this Agreement shall be construed to: (i) give any party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, or (iii) constitute any party, its agents, or employees as employees of any other party or grant any of them the power or authority to act for, bind, or otherwise create or assume any obligation on behalf of any of the other parties for any purpose whatsoever.