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UHURU EMPIRE, LLC dba BoardLams
PRINTS PROGRAM AGREEMENT
You are entering into contractual obligations with Uhuru Empire, LLC dba BoardLams. If you wish to submit certain kinds of Artist Materials, known as "Artwork" (defined below), to BoardLams (“BoardLams.com” or “website(s)”) for inclusion in the Print Program as part of the BoardLams.com Print Program, you need to enter into this Print Program Agreement. Any individual or entity that elects to use the Print Program must accept without change these terms and conditions and the BoardLams Terms of Service and BoardLams Submission Policy which are hereby incorporated by reference as though fully set forth herein. These Print Program terms and conditions together with the BoardLams.com Terms of Service and BoardLams.com Submission Policy constitute the entire agreement (this “Agreement”). These terms and conditions govern the Print Program and the Terms of Service together with the Submission Policy govern all other subject matter. BY ENTERING INTO THIS AGREEMENT, YOU AGREE THAT YOU ARE BOUND BY ALL TERMS OF THIS AGREEMENT.
1. Eligibility. The Print Program is a Service of Uhuru Empire, LLC (DBA -BoardLams) that allows you (“Artist”) to sell certain types of Artist Materials through BoardLams.com or any successor(s) websites and/or websites to which the contents in whole or in part of BoardLams.com are assigned (the "Uhuru Empire, LLC website(s)"). For purposes of this Agreement, only Artist Materials in the form of Digital Art, Traditional Art, Wallpapers, Photography or Literature are considered "Artwork" and are eligible for inclusion in the Print Program. By submitting Artwork for inclusion in the Print Program you represent, warrant and covenant that you are the sole author of the Artwork and you hold all intellectual property rights in the Artwork. By submitting Artwork you hereby acknowledge and agree Artwork may be sold in any form, including without limitation, traditional prints, decals and laminates, t-shirts, canvases, stickers and other products. For the avoidance of doubt, only Artists that have accepted these terms and conditions, the BoardLams.com Terms of Service and BoardLams.com Submission Policy may participate in the Print Program.
2. Pricing.
Standard Print Program. At the time you submit Artwork for inclusion in the Standard Print Program, BoardLams.com, at its sole discretion, will set and display on BoardLams.com the retail sales price for products which incorporate your Artwork.
3. Artist Share and Purchasing Your Own Works.
Artist Share - Standard Print Program. The portion of the final sales amount that would be paid to you for each sale shall be the "Artist Share." BoardLams.com will pay you the Artist Share for the final sale of Artwork through the Standard Print Program. Unless otherwise agreed in writing by BoardLams.com, the Artist Share from each sale made using your Artwork shall be 20% of the final sales price that is offered for the product at the time of sale and factors any promotional or discounted offerings to the sale price at the time of sale. Applicable sales taxes are separate and not included in the 20% commission of your Artwork sale. Items purchased and then later returned by the customer will not count toward your Artist Share. By submitting your Artwork for inclusion in the Standard Print Program, you agree to accept the Artist Share designated by BoardLams.com at its sole discretion for each sale of your Artwork as your final and only compensation for each such sale.
Purchasing Your Own Work As a participant in the Standard Print Program you may purchase your own work at the Retail Price and your Artist Share will be credited to your account in the usual fashion.
4. Payments. BoardLams.comwill account to you your Artist Share on a quarterly basis, thirty (30) days after the close of each calendar quarter. For purposes of this Agreement, a calendar year shall be 365 days beginning January 1st and ending December 31st. If your Artist Share exceeds $20.00 for the calendar quarter, BoardLams.com will issue a payment accompanying the accounting. Unpaid balances will be carried forward until such time as the aggregate Artist Share payable exceeds $20.00. Standard Print Program participants will be paid only through a PayPal account.
5. Approvals. Before Artwork may be purchased through BoardLams.com or a BoardLams shop (for the avoidance of doubt this Agreement shall govern Artwork purchased and/or submitted directly from or to the shop as may be applicable), all Artwork must be approved in writing for sale by BoardLams.com. Although BoardLams.com has the right to include your Artwork in the Print Program, BoardLams.com does not have the obligation to do so. While BoardLams.com is not responsible for the content of your Artwork, BoardLams.com may, in its sole discretion and for any reason, refuse the Artwork, refuse to fulfill orders for such Artwork, or remove Artwork from the Print Program at any time.
Standard Print Program. BoardLams.com will use commercially reasonable efforts to approve or reject Artwork within five (5) business days, provided that Artwork is submitted during BoardLams.com normal business hours. If the Artwork is rejected, you will be notified and the transaction will not be completed.
6. Orders and Fulfillment. BoardLams.com uses the services of third party vendors to manufacture, process, fulfill and ship orders for your Artwork. You acknowledge and agree that neither BoardLams.com nor its third party vendors shall be liable to you or any purchasers in any way for any orders for your Artwork that are lost, stolen or damaged. BoardLams.com is not responsible for the acts or omissions of those third party vendors as they may damage you or your artwork and your only remedy in the event of such damage will be to remove your Artwork from the Print Program. BoardLams.com will, however, promptly process any complaints you may have about the acts or omissions of those third party vendors and attempt to improve all aspects of the Print Program for the benefit of all its participants. Concerns about the Print Program should addressed to the Customer Service Department, info@BoardLams.com
7. Changes to the Print Program. BoardLams.com has complete discretion to modify any aspect of the Print Program, including but not limited to this Agreement, general terms, pricing, availability and the way in which the Print Program is displayed or offered. BoardLams.com may also discontinue the Print Program in whole or in part at any time for any reason. BoardLams.com will notify you of any material changes to this Agreement (and the effective date of such changes) by posting on the website. In the event BoardLams.com elects to revise this Agreement and post on BoardLams.com it shall be your responsibility to review the material changes and after review should you continue to submit, maintain or upload Artwork to BoardLams.com after the effective date of the changes to this Agreement, you will be deemed to have reviewed and accepted those changes and the new terms of this Agreement will govern all prior and future submissions of Artwork to the Print Program. If you do not accept the new terms of this Agreement, your sole and exclusive remedy shall be to terminate this Agreement by removing all of your Artwork from the Print Program.
8. Withdrawing Artwork from the Print Program.You can remove your Artwork from the Print Program at any time and for any reason, subject to the fulfillment of any existing orders for the Artwork you intend to remove. To remove your work from the Print Program you must make requests via email to admin@boardlams.com. Communication is considered received once you have received and responded to a confirmation email from BoardLams.com.
9. Licenses to BoardLams.com. For the purposes of offering your Artwork for sale and fulfilling orders for your Artwork through the Print Program and for the period of time during which your Artwork is placed in the Print Program, you hereby grant to BoardLams.com a worldwide, nonexclusive, royalty-free, right and license to (a) reproduce, distribute, transmit, publicly perform and publicly display the Artwork, in whole or in part with or without the Artwork of others, in any manner and media including, and not as a limitation, uses of the Artwork to promote the Print Program and BoardLams.com; (b) modify, adapt, translate, create, re-format, store and create derivative works from the Artwork, in whole or in part, in any manner and media, and (c) sublicense the foregoing rights, in whole or in part, to any third party, with or without a fee. You hereby grant to BoardLams.com and its sublicensees a nonexclusive, worldwide, royalty-free license to use all trademarks, trade names, and the names and likenesses of any individuals that appear in the Artwork and the right to use the name that you submit in connection with the Artwork.
10. Participation in Optional Programs. BoardLams.com may, from time to time may, identify certain Artwork for distribution through galleries, limited edition series, large format replication and by digital displays. You will receive a separate notice if your Artwork is identified as a candidate for these optional programs and BoardLams.com will notify you of the opportunity to participate in such programs subject to the terms of a separate agreement to cover such uses which you will be free to accept or reject at your absolute discretion.
11. You represent, warrant and covenant to BoardLams.com that:
a. you are the sole author of your Artwork and you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Section 9 above, including but not limited to all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Artwork by BoardLams.com as permitted hereunder;
b. the Artwork is completely original to you and the Artwork submitted to BoardLams.com by you, and BoardLams.com exercise of its rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party;
c. no one else is entitled to receive the monies to be paid to you under this Agreement;
d. the Artwork (i) does not and will not violate any law, statute, ordinance or regulation; (ii) is not and will not be defamatory, libelous, threatening, pornographic, obscene, harmful to minors, violations of child pornography or child sexual exploitation laws; (iii) does not and will not contain any viruses or other programming routines that may detrimentally interfere with computer systems or data, whether those of BoardLams.com or any third party and;
e. you are eighteen years of age or older, if not, that you are an emancipated minor by order of a court of competent jurisdiction. You further agree to indemnify, defend, and hold BoardLams.com and its parent(s), subsidiary(ies), directors, officers, representatives, employees, agents, assigns, vendors and sublicensees harmless from all alleged claims, claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' and expert fees and expenses) arising from your breach of this Agreement, any representation, warranty or covenant set forth in this Agreement. You agree and acknowledge your status shall be that of an independent contractor and as such you shall report as self-employment income all compensation received by you pursuant to this Agreement, and BoardLams.com shall not be responsible for your compliance with applicable laws, regulations and ordinances You will indemnify, defend and hold BoardLams.com harmless from all alleged claims, claims, liabilities, damages, losses and expenses (including, without limitation, reasonable attorneys" and expert fees and expenses) relating to any obligation imposed by law on BoardLams.com to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with compensation received by you pursuant to this Agreement.
12. No Liability for Third Party Use. BOARDLAMS.COM DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY USE OF THE ARTWORK MADE AVAILABLE ON BOARDLAMS.COM BY YOU PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU SHALL BE SOLELY RESPONSIBLE FOR SEEKING RELIEF FOR ANY UNAUTHORIZED USE OF ARTWORK BY A THIRD-PARTY, AND NOT FROM BOARDLAMS.COM. THIS MEANS, AMONG OTHER THINGS, THAT IF ANOTHER PERSON OBTAINS YOUR ARTWORK FROM BOARDLAMS.COM (WHETHER OR NOT WITH BOARDLAMS.COM'S PERMISSION), AND USES THOSE MATERIALS IN A WAY NOT AUTHORIZED PURSUANT TO THIS AGREEMENT OR THE LICENSES GRANTED HEREUNDER, YOU WILL SEEK REDRESS OR RECOVERY OF DAMAGES DIRECTLY FROM THE OTHER PERSON AND NOT FROM BOARDLAMS.COM AND THAT YOU WILL NOT HOLD BOARDLAMS.COM RESPONSIBLE OR LIABLE FOR SUCH UNAUTHORIZED USE.
13. No Warranty; Limitation of Liability. BOARDLAMS.COM PROVIDES THE PRINT PROGRAM ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. BOARDLAMS.COM, ITS THIRD PARTY VENDORS AND SUBLICENSEES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PRINT PROGRAM, EVEN IF BOARDLAMS.COM HAS BEEN ADVISED OF (OR KNEW OR SHOULD KNOWN OF) THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE ARTIST SHARE PAYABLE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, IN NO EVENT WILL BOARDLAMS.COMAGGREGATE LIABILITY TO YOU EXCEED THE AMOUNTS PAID BY BOARDLAMS.COM TO YOU UNDER THIS AGREEMENT IN THE ONE MONTH PRIOR TO NOTIFICATION OF A CLAIM AND IF NO AMOUNTS HAVE BEEN PAID ONE (1) DOLLAR.
This Agreement, together with the BoardLams Terms of Service and the BoardLams Submission Policy are the entire understanding and agreement between you and BoardLams.com as to the subject matter of this Agreement and supersedes all prior proposals, discussions or agreements (oral and written) with respect to this subject matter. In the event of a conflict among the provisions contained in the Terms of Service, the Submission Policy and this Agreement, the provisions of this Agreement will control with respect to the Print Program. BoardLams.com failure to enforce any right or provision in this Agreement will not be a waiver of that right or provision. If a court should find that one or more provisions contained in this Agreement is invalid, you agree that the remainder of the Agreement will still be enforceable. BoardLams.com has the right to assign its rights and/or delegate its obligations under this Agreement, in whole or in part, to any person or business entity. You may not assign your rights or delegate your obligations under this Agreement without the prior written consent of BoardLams.com. This Agreement is governed by and is to be construed in accordance with the laws of the State of California. Any disputes arising under or in connection with this Agreement are subject to the exclusive jurisdiction of the state and federal courts of the State of California located in County of Orange, California. The provisions of Sections 8, 9, 13, 14, 15 and 16 survive any termination of this Agreement.
