Agreement and Terms for Artists

Appointment of Agent

The Artist appoints IMADE REEDAN LLC, Artimyze.com, as the Artist’s exclusive agent with respect to the creation, production, sale and installation of the works of art to be created, produced and sold under this Agreement and as part of IMADE REEDAN LLC, Artimyze.com, Tanio system (the “Works”). This Agreement applies only to the Works and does not make IMADE REEDAN LLC, Artimyze.com, an agent for the Artist for any other works or creations.

Artist Information

The Artist will provide his or her name, Social Security number (USA), mailing or postal address, email address, Artistic background, Artist profile, Artist statement, and description of the types of work the Artist is willing to produce, including genre, medium, dimensions, and the like, by completing the Artist Application and providing such other information as iMade requests. The Artist will update this information as needed to assure that such information remains current and accurate.

Availability

The Artist agrees and covenants to produce the minimum quantity of the Work as specified in the Artist Creation Commitment subject to orders being place by Clients for the Works. The Artist is responsible for adjusting such minimum quantity each month and must give iMade notice of any adjustment prior to the first day of the month. The monthly minimum commitment will continue until changed by the Artist.

Start Date

The work that the Artist is to complete does not start until the Client has agreed and signed to a specific model or representation of the work presented by the chosen Artist.

Start and Completion Dates

The Artist shall undertake the creation of the Work on or about the Start Date and shall complete the Work by the Completion Date, as described in the Client Commitment.

Warranty

The Artist hereby warrants that he/she created and possesses unencumbered title to the Works, that their descriptions are true and accurate, and that each Work will be produced in accordance with the Client’s specifications in the Client Commitment, in a professional manner and of a first grade quality in a manner consistent with the Artist’s style and manner of creation.

Pricing

The Artist will set the price for the Work and will reflect this price in the Artist Creation Commitment. Any changes in the price must be made with at least thirty (30) days’ prior notice to IMADE REEDAN LLC, Artimyze.com. The price set by the Artist will be inclusive of all expenses for the creation, packaging and delivery of the Work to the Client, including without limit materials, supplies, framing and matting [if provided in the Creation Commitment], freight, packing materials, insurance and the like.

Profile Requirements

All Artist are required to have at least three work samples per published profile.  All Artist are also required to produce an Avatar that is to be displayed on their profile, within two weeks of their registration.  This period begins only after the Artist has been approved by IMADE REEDAN LLC, Artimyze.com.  If an Avatar is not chosen within the allotted two week time frame, IMADE REEDAN LLC, Artimyze.com, will choose an Avatar from one of the graphics acquired from the Artist.

Copyright and Ownership

Upon delivery, installation and acceptance of the Work by the Client, all ownership rights and interests in the Work will pass to the Client, subject to the Artist’s retention of the right to retain and utilize records of the Work for the Artist’s portfolio and archive and for promotion of the Artist’s work generally. However, if the Work is a photograph, print, pattern or similar creation that inherently contemplates reproduction, the Artist will retain the right to reproduce the Work unless the Artist and the Client agree otherwise.

Reproduction

The Artist reserves all rights to the reproduction of any Works which are identified on the Artist Creation Commitment as a reproducible Work (such as prints, works from molds and so on). IMADE REEDAN LLC, Artimyze.com, will not permit any of the Works to be copied, photographed or reproduced without the written permission of the Artist. In every instance of such use, the Artist shall be acknowledged as the creator and copyright owner of the Work. For any reproducible Work, IMade shall include on each bill of sale of any Work the following legend: “All rights to reproduction of the work(s) of art identified herein are retained by the Artist: [insert name].”

Communications

The Artist represents that it has access to computer or other email communication devices with the ability to receive and send email communications and other electronic communications, including digital photos of each Work as it progresses to completion. The Artist covenants that the Artist will check email communications regularly, but not less than every two (2) days and will respond to all email communications within two (2) days of receipt of the email.

Shipping and Delivery

The Client is responsible for all shipping costs and expenses. These include any export and import fees, tariffs and other costs and expenses for delivery of the Work to the Client. The Artist is responsible for packaging and delivery of the Work. The Artist will bear the risk of delivery to the Client. Artists are required to insure every completed tangible work with shipping insurance. Artists are required to ship completed works via United States Postal Service (USPS), Deutsche Post DHL, FedEx, or United Parcel Service (UPS).

Production

The Artist agrees to produce the Work on a timely basis with the Client’s requirements as set forth on the Client Commitment and will perform in a professional and competent manner. The Artist will provide electronic updates through images delivered to IMADE REEDAN LLC, Artimyze.com, on such schedule as indicated in the Client Commitment.

Pricing; Commission, and Terms of Payment

IMADE REEDAN LLC, Artimyze.com, shall list the Works only at the price specified by the Artist on the Artist Creation Commitment. IMADE REEDAN LLC, Artimyze.com, and the Artist agree that iMade’s commission is to be ten percent (10%). Any change in the price, or in the commission rate, must be agreed to in advance by the Artist and IMADE REEDAN LLC, Artimyze.com. Payment will be made through credit cards, pay pal or other secure internet payment process established by the Artist or by such other methods as may be agreed by the Artist and the Client in the Client Commitment.

Payment Schedule

The payment schedule for any Work will be as set forth in the Artist Creation Commitment for such Work. Artist will receive compensation after the work has been shipped to the client, and final payment has been received by IMADE REEDAN LLC, Artimyze.com.

Acceptance of the Work

If the Client is not satisfied with the completed Work, the Artist shall make reasonable changes in a good faith effort to satisfy the Client’s objections.  If, following such changes, the Client does not accept the Work, the Artist shall keep any portion of the fee already paid and shall retain ownership of the Work.

Title Transfer

Title to each of the Works remains in the Artist until the Artist has been paid the full amount owing him or her for the Works; title then passes directly to the Client. All proceeds from the sale of the Works, if any, received by IMADE REEDAN LLC, Artimyze.com, shall be held for the benefit of the Artist. IMADE REEDAN LLC, Artimyze.com, shall pay all amounts due the Artist before any proceeds of sales can be made available to creditors of IMADE REEDAN LLC, Artimyze.com.

Work for Hire

The Artist acknowledges and agrees that each of the Works are created for the Client as “works made for hire” under the copyright laws and are the sole and exclusive property of Client.

Accounting

A statement of accounts for all sales of the Works shall be furnished by IMADE REEDAN LLC, Artimyze.com, to the Artist on the 15th of each month. The Artist shall have the right to inspect, at its expense, any books and records pertaining to sales of the Works.

Procedures for Modification

Amendments to this Agreement must be signed by both Artist and IMADE REEDAN LLC, Artimyze.com, and attached to this Agreement. Both parties must initial or otherwise acknowledge acceptance of any deletions made on this form and any additional provisions written onto it.

Inability to Perform Agreement

If the Artist is unable, for any reason, to conceive, research, produce, or set up the Work as agreed upon (other than the inability of IMADE REEDAN LLC, Artimyze.com, or the Client to perform their respective obligations to the Artist), the Artist shall return all money paid to him/her in addition to any other rights or remedies that may be available to IMADE REEDAN LLC, Artimyze.com, or the Client.

Dispute

In the event of any dispute between the Artist and the Client, the Artist will participate in a process to resolve such dispute as set by IMADE REEDAN LLC, Artimyze.com. If such process does not satisfactorily resolve such dispute, the Artist agrees that IMADE REEDAN LLC, Artimyze.com, good faith determination with respect to such dispute shall be final.

Termination of Agreement

Notwithstanding any other provision of this Agreement, this Agreement may be terminated at any time by either IMADE REEDAN LLC, Artimyze.com, or the Artist, by giving a sixty (60) day written notification of termination from either party to the other, provided that any Works in process and for which any payment has been received by the Artist shall be completed. Within thirty days of the notification of termination, all accounts shall be settled, subject to the completion of any Work in process. For any works produced by the Artist for a Client introduced to the Artist by IMADE REEDAN LLC, Artimyze.com, or through the Tanio system for the 2 year period after termination, the Artist will pay iMade a commission for any such work at the rate of commission set forth herein.

Choice of Law

This Agreement shall be governed by the law of the State of Indiana, without regard to its choice of law principles.

Relationship of Artist and IMADE REEDAN LLC, Artimyze.com, Indemnification

The Artist shall be an independent contractor during the period of performance under this Agreement and not an employee of iMade. The Artist agrees to defend, indemnify, and hold IMADE REEDAN LLC, Artimyze.com, and its agents, employees, volunteers, officers and trustees harmless from any and all claims and liabilities arising directly or indirectly out of the Artist’s or his/her assistant(s)’ or agent(s)’ activities hereunder.

Non-Transferability of Agreement

This Agreement is intended to secure the personal services of the Artist and shall not be transferred or assigned in any manner whatsoever without the prior written consent of IMADE REEDAN LLC, Artimyze.com, and the Client.

Entire Agreement

This Agreement is the entire understanding between the Artist and IMADE REEDAN LLC, Artimyze.com, and supersedes and replaces any previous documents, correspondence, conversations and other written or oral understandings related to this Agreement which are not consistent with or are not contained herein.

Execution and Electronic Communications

This Agreement may be executed and delivered in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission, PDF or other electronic file shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. The parties acknowledge that communications between them in the ordinary course of business will occur through the use of electronic transmissions, including email and facsimile communications, and that these may be initiated and received by the respective parties’ personnel at various functional levels. Notwithstanding the foregoing, any amendment, modification or revision to this Agreement or with respect to any Work and the respective quality standards, and any direction from one party to the other on which the receiving party is entitled to rely, must be in writing signed by the Authorized Signatory of the respective party. The parties acknowledge that they shall not be entitled to rely upon any verbal communication or any written or electronic communication which has not been signed by the respective Authorized Representative.

Miscellaneous

This Agreement represents the entire agreement between the Artist and IMADE REEDAN LLC, Artimyze.com. If any part of this Agreement is held to be illegal, void, or unenforceable for any reason, such holding shall not affect the validity and enforceability of any other part. A waiver of any breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same provision or other provisions hereof. In any proceeding to enforce any part of this contract, the aggrieved party shall be entitled to reasonable attorney’s fees and expenses in addition to any available remedy.