Artist Platform Terms and Conditions
ARTIST PLATFORM TERMS AND CONDITIONS
Welcome to Painting to Gogh. Painting to Gogh, LLC (“Painting to Gogh, “Company”, “us”, “we”, “our”) collaborates with artists and painters around to world to create painting experiences. We sell our products on our website www.paintingtogogh.com, other sales channels, applications and events.
By submitting any of your video tutorials to Painting to Gogh, you acknowledge to have read, and agree to be bound by, the terms and conditions below and all linked pages.
If you do not agree with these Artist Platform Terms and Conditions, do not submit any of your video tutorials to Painting to Gogh.
You agree to submit each video tutorial in a format reasonably requested by Painting to Gogh. You will reasonably cooperate as requested by Painting to Gogh with respect to any modifications or alterations to each video tutorial as reasonably proposed by Painting to Gogh. You acknowledge that Painting to Gogh may decline to select any video tutorial, exclude any video tutorial from consideration, take down any video tutorial from the Site for any reason, elect to use or not use any video tutorial, or cease production of any video tutorial, at any time, in its sole discretion and that the decisions of Painting to Gogh are final and binding. Under no circumstances will Painting to Gogh be required to use any video tutorial or treat any video tutorial as confidential.
- You hereby represent and warrant that (a) each art used in video tutorial is your own original work and, except as provided by the following sentences in this Section 2, does not contain any trademarks, logos, copyrighted material, or other intellectual property belonging to any third party, or content subject to a third party’s right of publicity, privacy or the like, (b) none of your video tutorials infringe, misappropriate or violate any intellectual property, proprietary or other rights (including but not limited to rights of privacy, publicity or the like) of any third party and (c) you have the full right, power and authority to enter into these Artist Platform Terms and Conditions and that your agreement to these Artist Platform Terms and Conditions does not violate any agreement you have with any third party. You shall not incorporate in any video tutorial any information or materials to which third parties have rights, whether by patent, copyright, trade secret, rights of privacy or publicity or otherwise (“Third Party Materials”) without obtaining Painting to Gogh’s prior written consent. If such consent is granted and you incorporate Third Party Materials in the applicable video tutorial, you agree to obtain written permission to include such Third Party Materials in the video tutorial, without any additional expense to Painting to Gogh. This written permission must be fully consistent with all the rights granted to Painting to Gogh under these Artist Platform Terms and Conditions. You will provide Painting to Gogh with a copy of the written permission upon completion of the video tutorial.
- You may not submit any video tutorial that (a) is libelous, invasive of another’s privacy, defamatory, pornographic, sexually explicit, unlawful or plagiarized; or (b) a reasonable person would consider harassing, abusive, threatening, harmful, vulgar, profane, obscene, excessively violent, or racially or ethnically offensive. In addition, any tags, product descriptions, and labeling of your video tutorial may not contain words that are derogatory or use malicious tags or descriptions.
- Intellectual Property Rights. You hereby grant Painting to Gogh a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicensable (through multiple tiers) right and license to (a) upload, adapt, publish, modify, reproduce, copy, exhibit, publicly display, create derivative works of, distribute, sell, advertise, use and otherwise fully exploit any or all of your video tutorials (in whole or in part), and the right to (or license others to) incorporate all or any portion of your video tutorials in other works, goods or products (“Products”) in any form, manner, medium or technology now known or hereafter devised, and (b) use (and license others to use) any or all of your video tutorials (in whole or in part) to make, have made, use, sell, have sold, offer for sale, have offered for sale, import and market, advertise and promote any Products. You hereby waive any “moral rights” you now or may in the future have in each video tutorial. Except for the license granted above, you retain all right, title and interest in and to your art/video tutorials.
- Painting to Gogh agrees to pay you the applicable fee set forth below (if any) for each Product incorporating one of your video tutorials that is sold by or on behalf of Painting to Gogh or a Painting to Gogh licensee to an end customer (“Fees”); provided that no Fees shall be payable for Products sold at a price less than the fully-burdened cost of goods (including, without limitation, the costs of materials, manufacture, freight, and warehousing). All of the compensation terms below are subject to change at the discretion of Painting to Gogh. Prices of Product are subject to change at the discretion of Painting to Gogh.
“Video Only” sales – Tax, discounts, payment processing fees and shipping costs are removed from the final price, the artist receives 50% profit share after removal of sales tax, shipping costs and discounts from final price.
“Starter Box” sales – Tax, discounts, payment processing fees and shipping costs are removed from the final price, the artist receives 10% profit share after removal of sales tax, shipping costs and discounts from final price.
“Essential Box” sales – Tax, discounts, payment processing fees and shipping costs are removed from the final price, the artist receives 10% profit share after removal of sales tax, shipping costs and discounts from final price.
- All Fees payable hereunder will be paid within ninety (90) days after the end of each month in which payment for the applicable Product (or license) is actually received by Painting to Gogh (and not subject to refund, return or other contingency), in U.S. Dollars and by PayPal, check or other mutually agreed upon payment method. For clarity, the Fees attributable to any customer returns, or any other refunds, offsets, credits or chargebacks, in a particular month will be deducted from the Fees otherwise payable hereunder in such month. For clarity, if Painting to Gogh (or its licensees) elect not to manufacture and/or fail to sell to end customers any Products incorporating your video tutorials, then no Fees will be payable. Painting to Gogh makes no guarantees regarding publicity, minimum fees or other benefits that may be obtained or earned by you.
After a painting tutorial is accepted onto the Artist Platform a cash advance will be paid to the artist. The Fees payable will be subtracted from the cash advance until the artist has worked up a balance of $50 U.S Dollars. Once a balance of at least $50 U.S Dollars has been built the Artist will be paid. Payments will be paid in U.S. Dollars and by PayPal, check or other mutually agreed upon payment method.
You hereby grant to Painting to Gogh a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicensable (through multiple tiers) right and license to use, portray, display and publish your name, appearance, voice, likeness, photographic image, and biographical information, in any manner, medium or technology now known or hereafter devised in connection with Painting to Gogh’s marketing, promotion and/or use of your video tutorials, Products and services related thereto and generally in connection with Painting to Gogh’s business.
You hereby release, and agree to defend, indemnify and hold harmless, Painting to Gogh and its affiliates and their respective officers, employees, directors, agents and sublicensees (each an “Indemnified Party”) from and against any and all third party claims, damages, liabilities, losses, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or relating to (a) an Indemnified Party’s use of any video tutorial (including reproducing, distributing, adapting, and displaying any video tutorial) and (b) any breach or alleged breach of these Artist Platform Terms and Conditions by you. If you are a California resident, you hereby waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
- LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT PAINTING TO GOGH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PAINTING TO GOGH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, THAT ARISE FROM OR RELATE TO THESE ARTIST PLATFORM TERMS AND CONDITIONS OR ANY SUBJECT MATTER RELATING HERETO. IN NO EVENT WILL PAINTING TO GOGH’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION RELATING TO OR ARISING FROM ANY SUBJECT MATTER RELEVANT TO THESE ARTIST PLATFORM TERMS AND CONDITIONS EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) AND (B) THE AMOUNTS PAID OR PAYABLE BY PAINTING TO GOGH TO YOU HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
- Governing Law; Attorney’s Fees
These Artist Platform Terms and Conditions and any dispute arising hereunder are governed by the laws of the State of Illinois without regard to its conflict of law provisions. You and Painting to Gogh agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Chicago, Illinois. In any action or proceeding to enforce rights under these Artist Platform Terms and Conditions, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees.
- Relationship of Parties
Painting to Gogh and you are independent contractors, and nothing in these Artist Platform Terms and Conditions will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Painting to Gogh’s behalf.
- We reserve the right, at our sole discretion, to change or modify portions of these Artist Platform Terms and Conditions at any time without prior notice and such revised terms and conditions will apply to any future video tutorials submitted to us after such revision. We will also notify you of any material changes to these Artist Platform Terms and Conditions, either through a pop-up notice, e-mail or through other reasonable means. You may read a current, effective copy of these Artist Platform Terms and Conditions at any time by visiting https://www.paintingtogogh.com/pages/terms-of-service. Please review these Artist Platform Terms and Conditions before submitting any video tutorial. Any use of the Services (including without limitation submission of any video tutorial) after the date these Artist Platform Terms and Conditions were last updated shall constitute your acceptance of such revised Artist Platform Terms and Conditions. If any change to these Artist Platform Terms and Conditions is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services. These Artist Platform Terms and Conditions and the services contemplated hereunder are personal to you, and you will not have the right or ability to assign, transfer or subcontract any rights or obligations hereunder without the written consent of Painting to Gogh. Any attempt to do so will be void. Painting to Gogh may fully assign and transfer these Artist Platform Terms and Conditions in whole or part. In the event that any provision of these Artist Platform Terms and Conditions will be determined to be illegal or unenforceable, that provision will be limited or eliminated so that these Artist Platform Terms and Conditions will otherwise remain in full force and effect and enforceable. These Artist Platform Terms and Conditions, including this provision, supersede any prior oral or written agreement between you and Painting to Gogh with respect to the video tutorial.
This Artist Platform Terms and Conditions goes in to effect: February 18, 2019