Artists Supply Agreement With Creative Growth
International through its web property Kayart.net, Dragonsmeet.net, or other
web related properties
Your submission of products or use of the website Kayart.net, Dragonsmeet.net
or any of Creative Growth International’s properties is a sign that you
acknowledge and agree to bound by the rules of this agreement. This Agreement
governs the conditions under which illustrators, artists, writers, photographers,
model makers, toy makers, and any future group of artists (artists, artists,
suppliers, you) who submit work to Creative Growth International, through the
web site located at www.kayart.net, www.dragonsmeet.net or any other site
owned by Creative Growth International (the “Site”) or through other means
shall be governed. Such sites are recognized as a web property of Creative
Growth International (CreativeGI), therefore the artist acknowledges that this
contract is with CreativeGI. This Artist's Supply Agreement is in addition to other
terms of use that are applied to such sites Should there be any inconsistency
between this Agreement, the any other agreement it is agreed that the terms of
this Agreement shall supersede the terms of any other agreement, unless otherwise
stated within said agreement.
This is a lengthy document that is important for you to read as it governs your obligations and rights as a supplier for CreativeGI and spells out the terms under which the products you supply shall be sold, distributed, or otherwise utilized by the sites, and CreativeGI. By submitting any product to CreativeGI by any means you acknowledge that you have read this Agreement, and that you agree to be bound by its terms.
If you have concerns relating
to this Agreement, please contact CreativeGI at artists@kayart.net.
2.
General Agreements
Background and Acknowledgments
a. This is a legal
agreement between any Artist who is submitting Products or materials to
CreativeGI through, or by means specified on a website such as Kayart.net,
Dragonsmeet.net or any other site owned by CreativeGI (Such artists will hereon
be referred to as you, artist, artists or the supplier) and Creative Growth
International. (“CreativeGI”) operator of “the site”. Under the terms of this
agreement the Supplier is appointing CreativeGI as its non-exclusive agent to
represent and sell printed or manufactured reproductions of works, produced by
the Supplier on the terms and conditions set forth in this Agreement. The
Supplier is also appointing CreativeGI as a non-exclusive agent to help them
find business contacts, resellers, or manufacturers, for various deals,
including but not limited to, bulk sales, third party sellers, reselling, manufacturing,
reinterpreting, web and media design, conceptual design. As CreativeGI’s
business is constantly adapting, adding services, and product listings this
agreement is subject to changes as a part of CreativeGI’s regular business
goals, plans, etc. When such changes are made CreativeGI will post them to the Artist
Contractual Changes section of Kayart.net, and such
changes will be governed by the terms set forth in this agreement.
b. In addition to the
rights to sell products based on its works Supplier agrees to give CreativeGI
non-exclusive rights to give manufacturers, retailers, resellers, and other entities
the right to purchase, redesign, package, repackage, or to transfer portions of
this agreement, as are provided for in this agreement, so that such entities
may sell or redistribute these products.
c. CreativeGI
acknowledges that the artist will retain all copyrights, trademarks, etc
associated with their work. As such the artist may choose to sell such works
themselves, so long as this does not directly compete with Kayart.net,
dragonsmeet.net or any other site owned in part or in whole by CreativeGI. Such
competition is defined as, but not limited to pieces of the artist’s work being
sold for lower prices on any site the artist asks CreativeGI’s Site to link to,
or that the artist sets up a link too from one of CreativeGI’s sites.
d. Should you wish for
any reason to terminate this agreement you must follow the termination
procedures set forth in this agreement. Until such time as the termination is
finalized as set forth in this agreement, this agreement is enforceable without
regard to number of years, or any other event.
3. Products
a. You may not send
products or solicit CreativeGI in any way without accepting the terms and
conditions of this agreement. Once you make Products and Content available to
CreativeGI by mailing or emailing, uploading, or transferring such content.
Each sending of such products will be governed by the terms and conditions of
this Agreement.
b. Creative GI, the
supplier and any third party entities acknowledge that Supplier will provide
art, sculptures, toy concepts, etc to kayart.net using the email, mail. From
among such products CreativeGI, in its sole discretion, may determine which Products
are suitable for sale or resale on its sites or through any other means of
distribution that it chooses, and only such Products as it deems suitable will
be considered “Accepted Products” for the purposes of applicable provisions of
this Agreement.
c. All products which
you submit to CreativeGI shall include all information and necessary to assist
in the sale of the product as requested by CreativeGI. You warrant that all
such information shall be true and free of attempts to mislead or over sell the
product or your own capabilities.
4. Agenting and Selling
Rights
a. The artist
acknowledges that certain negotiation rights are automatically included as part
of its products. Such that as an agent any company which approaches CreativeGI
first shall be negotiated with by CreativeGI, and that all fees paid will be
split as provided for in this contract. The artist will not approach any
company on its own which CreativeGI referred to them for a period of six (6)
months. Nor shall the artist make a contractual agreement with any business
CreativeGI refers to the artist without giving CreativeGI its share due, as
outlined in this contract.
b. The Supplier hereby
appoints CreativeGI as the Supplier's agent to sell prints, manufactured
reproductions, redesigned reproductions, interpreted reproductions or other
reproductions to third parties within the jurisdictions of CreativeGI’s
business, though such rights are non-exclusive and are retained by the artist
as will so long as they follow the terms of this contract. For all Products the
Supplier grants CreativeGI the right to use, reproduce, distribute,
redistribute,, upload, post, publish, have publish, or republish as needed, transmit
via any means, redesign, alter, package, repackage, produce and sell prints or
similar image products manufactured copies or interpretations or publicly
perform or display such products to prospective customers, reticence’s through any
of CreativeGI’s Properties or other venues which CreativeGI shall determine at
its sole discretion.
c. CreativeGI may
transfer these rights to and may grant perpetual, worldwide, non-exclusive and
non-transferable or transferable licenses or sub-licenses to third-parties.
d. Additionally CreativeGI
or any third party authorized by CreativeGI may use any Accepted Products or
alterations thereof for its own business purposes relating to the promotion of its
sites, catalogs, or services as will as its distribution programs. Such
promotional uses shall be done in order to increase the sales of accepted
products, by increasing traffic sites or locations which sell such products, or
to advertise such sites and locations (including, without limitation, the use
of the Accepted Products and the Supplier's registered and unregistered
trademarks relating to Products for marketing, sales and promotional efforts
whether on the CreativeGI’s sites or properties or through third parties).
e. In the event of
promotional uses CreativeGI nor any of its affiliates, third party sellers, etc
need may any compensation to the artist.
f. The Parties agree
that all rights, to Accepted Products, as will as those products CreativeGI
does not accept will be retained by the Supplier, and no title or copyright is
transferred or granted in any way to CreativeGI or any third party except as
provided in this Agreement. CreativeGI may at its discretion however choose to
provide non-exclusive distribution rights of the Accepted Products to a third
party. This providing of distribution rights will be considered a one time sale
by CreativeGI and so once entered into cannot be ceased by the supplier,
CreativeGI, or the third party, except as CreativeGI’s contract with the third
party dictate Such sales shall be made in accordance with the terms of this
agreement.
g. It is also
understood that CreativeGI may sell the right to show online or in any other
electronic formats those works provided by suppliers. Though such sales will be
on a non-exclusive bases, and will be governed by the terms of this agreement.
h. In return for the
rights granted to CreativeGI, CreativeGI agrees to pay a portion of the revenue
collected from the sale of Accepted Products, or from any contractual
agreements arising from such products, or from any contracts it helps the
artist to obtain. These payments shall be governed by this agreement and the
Appendix to this Agreement; as such payment systems and percentages may be
modified from time to time. The parties acknowledge that such payments will
very according too whatever system CreativeGI sets up and that these payments
are subject to change in the sole discretion of CreativeGI in the ordinary course
of its business without notice by posting such changes on the relevant sites. Should
the payment system on any relevant site become unacceptable to you, you may
terminate this contract by following the procedures of this agreement.
i. CreativeGI will endeavor
to make payment of fees in respect of purchased items of Accepted Products on a
monthly basis on the nearest business day to the 5th day of the every month
when such fees aggregate a minimum of US$50, failing which fees owing may at
CreativeGI’s Discretion, be retained until they exceed such minimum. Such fee’s
will be based upon the site submitted to which the artist Submitted Payments
Appendix minus the fees applicable in this agreement.
j. CreativeGI may at
its discretion choose to subtract from the amount owed an artist by the
Payments Appendix all legal fee’s or other expenses incurred by CreativeGI used
to protect and enforce its or the artists legal rights to the products,
applicable taxes or withholdings required by law, monies which CreativeGI
failed to collect on, all manufacturing, redesigning, or reproduction costs.
k. CreativeGI may
further withhold any amount which you owe it, or for any pending, or treated
claim related to any matter to which it is indemnified by you under this
agreement.
NOTICE: You acknowledge that
the Product you provide pursuant to this Agreement that becomes Accepted Product
may be purchased by customers you also acknowledge that any Accepted Product or
the rights to such Accepted Products may be purchased by third party
manufactures, resellers, for the purposes of creating and selling such
products. You agree that notwithstanding any rights you may have to pursue the
licensees of such products at law, CreativeGI shall have no liability to you or
any person claiming through you for any breach by a licensee of the terms of
any agreement respecting Accepted Product. CreativeGI will use commercial
efforts to assist in the protection of your intellectual property rights, at
your request and expense.
5. Termination
. This Agreement is
effective until terminated.
a. You may terminate
this Agreement at your discretion by giving notice of the intent to terminate,
followed by an actual termination notice 14 days after the intent to terminate
was issued. Such intent to terminate and termination notices shall be delivered
to CreativeGI through artists@kayart.net,
artists@dragonsmeet.net, or the
artists@ address provided for on whatever site your art is being sold through
or such other means of written notice acceptable to CreativeGI which allows
CreativeGI to confirm your identity as will as discuss your desire to terminate
with you.
b. CreativeGI may also
terminate this Agreement for any reason by giving you 14 days notice by e-mail
at the email address used to send us information and or contained in your
membership information, or your artist’s page.
c. Both parties may
terminate this Agreement upon written notice effective immediately upon receipt
if the other party liquidates the majority or all of its assets, files a
petition in bankruptcy or is proceeding under bankruptcy reorganization, or
ceases to do business in a meaningful material way. Has begun the process of
readjusting its debt, or refinancing itself to adjust in a meaningful way its
payment goals, business plans, or options.
d. In addition,
CreativeGI may terminate an account immediately if there has been in the
reasonable opinion of CreativeGI, any material misrepresentation made as to the
identity or copyright ownerships of any Product or Supplier, or if no contact
have been made or other activity in the account for 6 months despite reasonable
commercial efforts to contact Supplier based on the Suppliers provided email
addresses.
e. In all events if a
termination occurs CreativeGI has the right at its sole discretion to off-set
any fees, costs whether material, in brand value, or in work and
administration, or credits by withholding monies that would otherwise be owed
to the Supplier.
f. Once this agreement
has been fully terminated, all authority given to CreativeGI shall cease, as
follows; CreativeGI shall remove Accepted Products from the Site within thirty
regular working days of the termination of this Agreement; until all items are
removed from the sites, CreativeGI shall have the right to continue Selling
Accepted Products, and representing the artist.
g. Further despite the
termination of this agreement CreativeGI will continue to pay compensation due
to the Supplier as outlined by the Appendix and all other parts of this
agreement, with the following exception. CreativeGI will have the right to
withhold payment for a full thirty working days after the normal pay period
outlined in this agreement so that it may assess what amounts it needs to withhold
as a reasonable cost of having done business with the Supplier.
h. The termination or
expiration of this Agreement shall not alter or affect the rights granted third
parties which CreativeGI sold selling, reselling, redesigning, manufacturing,
and other rights to.
i. The termination or
expiration of this Agreement shall not alter or affect your indemnification of
CreativeGI, CreativeGI’s limitations of liability, rights and defenses nor
shall it affect its right to due share of any payments by parties to which it referred
the artist, or which it has a contract with regarding the artists work. Further
you shall still be obligated by all warranties and representation made to
CreativeGI.
6. Intellectual
Property Matters
a. The Supplier
acknowledges that CreativeGI prohibits any Products or any other material that
infringes on any patent, trademark, copyright, trade secret, right to privacy,
right to publicity, or any other applicable law, and rights including those of
models to be submitted for sale or use by CreativeGI. So that by submitting any
products for sale to CreativeGI you are assuring CreativeGI that you own all
proprietary rights, including copyright, in and to the Products.
b. You agree not to
submit products or use any portion of the website, or do anything to the
website which would violate the laws that govern this agreement or your
jurisdiction, or which could lead to lawsuits, or general public relations
trouble.
c. You represent and
warrant that you are solely responsible for your accounts, passwords, and any
submission which are claimed to by you. Any legal problems which are related to
any of your products or activities, or activities of those using your address,
passwords, user names, etc while be your sole responsibility. This Means the
Supplier Agrees that CreativeGI nor any of its directors, owners, partners,
vendors, affiliates, third party resellers, employees, etc shall be held liable
for damages arising from any claims of damages which arise from the use of, or
the inability to use any Products. Nor shall any of these parties be held
liable for any actions taken by someone utilizing your passwords, usernames,
and other means of submission.
d. Further you hereby
represent and warrant that should you violate any other person or entities
copyrights, trademarks, or other rights, you give CreativeGI permission to take
the necessary steps to make agreements with such entities. This includes but is
not limited to, taking all compensation due you, in order to pay the other
party, requiring you to do all in your power to settle the matter, etc. Though
CreativeGI retains and has such rights it has no responsibility to take
advantage of them, and may do so at its own discretion, irregardless you take
sole responsibility for any claims against accepted products.
e. You warrant and
represent in full that all products, communications, and submissions of any
kind delivered to CreativeGI represents original creations and expressions of
subject matter, and no such Products infringes any copyright, trademark, right
of privacy or right of publicity or other proprietary right of any third party,
or defames or casts into disrepute in any manner any third party.
7. Products and Content
changes to profiles etc.
You acknowledge that CreativeGI
does not review all communications, changes
or products submitted to it or changes made by third parties and is not
responsible for the content, quality, or consequences of your or any users making
content alterations, information or other changes to the site via but not
limited to the following forums, wiki’s,
vendor pages, product submissions. You consent however that at any time and at
its sole discretion and for any reason CreativeGI has the right to delete,
refuse to accept or edit any changes or products you submit.
b. You further acknowledge that at CreativeGI’s sole discretion
they may alter any portion of any product, redesign, edit, or correct any work,
communications, etc submitted by you or anyone else.
8. Confidential
Information
. The Supplier
acknowledges that the Confidential Information which it obtains through the
entering into of this Agreement, the use of the Site and the provision of Products
constitutes valuable, confidential, proprietary information CreativeGI and its
licensors, and agrees that you shall not, without the express written consent
of CreativeGI, use or disclose to any other person any such Confidential
Information, except as specifically authorized under this Agreement.
a. For the purposes of
this Agreement, “Confidential Information” means any and all data, information,
documents, software or materials relating to the business and management of CreativeGI,
its members, affiliates, licensors or licensees, that is designated as
confidential or ought reasonably to be considered confidential, including but
not limited to: their business model and operations, processes, products,
designs, pricing, promotions, business plans, business opportunities, finances,
research, development, know-how, trade-secrets, training materials, personnel,
identities or personal information of any kind pertaining to members, clients,
methodologies, Site content belonging to others and other intellectual
property.
.
9. Indemnities and Warranties
. You agree to
indemnify, defend and hold CreativeGI and its affiliates, and their respective
directors, officers, employees, shareholders, agents and licensees and sub-licensees
of your submitted products and intellectual properties you have claimed as your
own, harmless from and against any and all claims, expenses, losses, costs and
expenses including legal fees which are incurred by any CreativeGI associate or
third party partner who has entered into an agreement with CreativeGI as a
result of or in connection with claims based on infringement of intellectual
property rights, claims against CreativeGI and its contracted associates,
members, etc based on any connection with Products to an alleged or actual
copyright infringement.
a. You also indemnify the above parties and agree
to defend them against claims of Liable, slander or defamation, any use or alleged
use of the Site or provision of Products under your Member Name by any person,
whether or not authorized by you; or from any communications made under your
membership, any breach by you of this Agreement;
b. CreativeGI reserves its
right at its sole discretion, to at your expense assume the exclusive defense
and control of any matter otherwise subject to indemnification by you, and in
such case, you agree to fully cooperate with CreativeGI’s defense of such
claim, or action.
c. The Supplier hereby
represents and warrants that you have the legal capacity and authority to enter
into this Agreement, that you are the sole and exclusive owner of the Product,
who has the right to grant all of the license rights contemplated to be
provided under this Agreement. You further warrant that no communications with CreativeGI
will contain any protection feature designed to prevent its use, copying or
enjoyment in the manner, and all such communications will be free of any
mechanism, or device which would cause harm to CreativeGI’s sites, hardware, or
those of its affiliates and customers.
d. CreativeGI’s sites
and any content contained within it are provided “as is” without
representations or warranties, or any conditions based on the merchantability
or fitness for any.
e. CreativeGI does not
represent or warrant that any product will be available for sale or public
viewing, or that such items will be free of errors
f. CreativeGI does not
represent or warrant that all the information contained in our communications
or on our sites will be free of error, or that these will be uninterrupted.
g. CreativeGI does not
represent or warrant that the site, its communications, or the content of any
of these will be free of viruses or other destructive mechanisms
h. You assume full and
all responsibility and risk for use of the site, its content, information, or
any communications with CreativeGI.
i. Under no
circumstances are CreativeGI, its Directors, officers, employees, shareholders,
partners, agents, third party affiliates, vendors, resellers, to be held liable
for any damages whether incidental, direct, punitive, or consequential. That
arise from the use of CreativeGI’s sites, products services, or information it
provides.
j. In such
jurisdictions that do not allow for such limitations or exclusions of liability
CreativeGI and those associated with it in the above will be limited in
liability to the greatest extent of the law.
10. Governing Laws
. With considerations
the location of CreativeGI all portions of this Agreement shall be governed in
accordance with the laws of the State of
a. If all or part of
any provision of this Agreement is wholly or partially unenforceable, the
parties or, in the event the parties are unable to agree, a court within the
State of Washington, or as US Federal mandates a Federal Court with competent
jurisdiction, shall put in place as much of the provisions of this agreement as
are enforceable, that as nearly as possible reflects the terms of the
unenforceable whole or part provision.
b. CreativeGI shall
further have the rights to assign or fail to assign or enforce any portion of
this agreement in part or in whole. However any failure or delay to enforce a
portion of this agreement should not be misconstrued as a new agreement, as
CreativeGI shall continue at its own discretion to have the right to enforce
any portion of this agreement at any time, without prior notice.
c. Any Artists entering
into this agreement represent that they will service of any required notice or process upon
you by email, registered mail or overnight courier with proof of delivery
notice, addressed to the address or contact information provided by you within
your personal area, or to which your last email, or post mail came from.
d. All disputes arising
out of, under or in connection with this Agreement, including disputes of
validity and breaches shall be submitted under the rules set forth by the State
of
e. All artists entering
into this agreement agree to wave the right to a trial by jury or to participate
in any way in any class action against CreativeGI related to the Site or this
Agreement other then where such things are required by law regardless of such
agreements
f. . Also should CreativeGI
need to take you to court or arbitration in order to enforce any of its rights,
or to collect any fees, you agree to reimburse CreativeGI for its legal fees,
costs and disbursements if CreativeGI is successful.
11.
. This is a personal
agreement to you and it shall further continue to be binding to anyone to whom
the rights to such submitted properties are given or passed to including but
not limited to other agents, art dealers, companies, heirs, executors and legal
representatives, as the case may be.
a. The sale of the
rights to Accepted Properties or any properties contained within this agreement
cannot be assigned to any third party in a way that would change who CreativeGI
is in agreement with, or would otherwise affect CreativeGI’s selling rights to
such properties without CreativeGI’s prior written consent.
b. CreativeGI can
however share or assign this Agreement to any party without your consent so
long as the party in question agrees in whole to be bound by the terms of this
agreement.
c. This Agreement can
be amended by the written agreement of the parties involved or by CreativeGI
posting amendments on the Artists Contractual Changes portion of the Site. Failure
to terminate this Agreement within ten days of posting of such amendment will
be deemed to be acceptance of the amendment by the Artists such that these
changes will be incorporated by reference into this Agreement.
d. The parties have
requested that this Agreement and all related documents be drawn up in English.
YOU ACKNOWLEDGE THAT YOU HAVE
READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN