Artist Agreement

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ARTIST AGREEMENT

Updated on April 20,2016

This Agreement contains the terms and conditions for submitting your design, including any artwork or other materials submitted, (hereinafter the “Design”) to Like Buy Enjoy. Please read this Agreement carefully.

 

1.

Limited License You Grant to Like Buy Enjoy

1.1

When you submit your Design to Like Buy Enjoy, you grant Like Buy Enjoy a nonexclusive, royalty free (except for the commissions set forth above), perpetual, worldwide, transferable license authorizing Like Buy Enjoy to use, reproduce, modify, adapt, publish, translate, advertise, promote, import, create derivative works from, distribute, display (in whole or part), and to incorporate it in other products or works in any form, media, or technology now known or later developed, whether for commercial or marketing purposes or otherwise, and to distribute in connection with your Design your name and other personal information that you provide to us.

1.2

Under the terms of the foregoing license, Like Buy Enjoy may, at its sole discretion, select your Design to print, have printed, sell, ship, have shipped, or distribute to customers using or bearing your Design. In addition, under the terms of the foregoing license, Like Buy Enjoy may, at its sole discretion, display the Design so selected on Like Buy Enjoy’s website or other associated social media forum and print, have printed, sell, ship, have shipped, or distribute to customers using or bearing the Design so selected. The foregoing license also authorizes Like Buy Enjoy to reproduce, distribute, and display your Design on Like Buy Enjoy website or other associated social media forum(s) and in advertising and promotional materials related thereto. You further acknowledge that third-party users of Like Buy Enjoy’s website or other associated social media forum may publicly comment on or criticize your Design. You acknowledge, however, that Like Buy Enjoy is not obligated to utilize your Design under this license in any way. For avoidance of doubt, Like Buy Enjoy may display and sell products bearing your Design on Like Buy Enjoy’s website and also remove or disable access to such Design on Like Buy Enjoy’s website at any time at Like Buy Enjoy’s discretion, unless otherwise provided in this Agreement.

1.3

If Like Buy Enjoy elects to sell t-shirts using or bearing your Design on Like Buy Enjoy’s website, you may request that Like Buy Enjoy discontinue selling your Design by giving Like Buy Enjoy 30 days’ written notice. You acknowledge that Like Buy Enjoy may print, have printed, sell, ship, have shipped, or distribute to customers using or bearing your Design in fulfillment of orders by customers such that they are placed within a 30-day period following receipt of such notice. You also acknowledge that Like Buy Enjoy may continue to take and fulfill orders using or bearing your Design after expiration of the 30-day period by selling, shipping, having shipped, or distributing in order to deplete existing inventories. Like Buy Enjoy will continue to pay you commissions on products shipped to customers, under the terms of this Agreement, after receipt of said notice.

1.4

You agree that you will not sell or license any part of your Design to Like Buy Enjoy in a way that would impair or restrict Like Buy Enjoy from fully using the license you have granted to us.

2.

You Keep the Copyrights

Like Buy Enjoy acknowledges that you continue to own all copyrights to your Design, subject to the license granted in these terms and conditions and any other provisions herein. You acknowledge that customers who own a lawfully made copy of your Design may sell or otherwise dispose of the copy.

3.

Rights of First Negotiation

3.1

After you submit your Design to Like Buy Enjoy, Like Buy Enjoy may, in its sole discretion, send you constructive input regarding how to modify the Design to be more acceptable for selection by Like Buy Enjoy. In the event that you create a second design that modifies or otherwise changes the Design based on the content of Like Buy Enjoy’s constructive input (“Second Design”), you hereby agree that (1) you shall promptly notify Like Buy Enjoy in writing of the creation of such Second Design; and (2) grant Like Buy Enjoy the option to enter into a nonexclusive license for the Second Design under mutually acceptable terms and conditions before you assign, license, offer to license, or offer to assign the Second Design to a third party. If Like Buy Enjoy decides, in its sole discretion, to exercise the option, Like Buy Enjoy will notify you in writing within thirty (30) business days of receipt of the notice of creation of the Second Design.

3.2

In the event that you receive an offer to license the Design from a third party, you hereby agree that you shall promptly notify Like Buy Enjoy of such offer in writing. Like Buy Enjoy shall have ten (10) business days following the date you first present Like Buy Enjoy such offer to decide whether to negotiate an agreement to exclusively license the Design from you. If Like Buy Enjoy desires to negotiate such an agreement, Like Buy Enjoy shall, within said ten (10) business day period, deliver to you written notice thereof. Promptly after receipt of such notice, the parties shall commence negotiations for a period not to exceed 30 days after the date of Like Buy Enjoy’s notice to you. If Like Buy Enjoy does not provide notice within said ten (10) business day period, or if you and Like Buy Enjoy do not enter into a legally binding, written agreement for the exclusive license of the Design within said 30 day period, you shall be free to enter into an agreement with the third party.

 3.3

Before you may sell your Design to a third party, you shall first offer the Design to Like Buy Enjoy in writing. Like Buy Enjoy shall have ten (10) business days following the date you first present Like Buy Enjoy such offer to decide whether to negotiate an agreement for the purchase of the Design from you. If Like Buy Enjoy desires to negotiate such an agreement, Like Buy Enjoy shall, within said ten (10) business day period, deliver to you written notice thereof. Promptly after receipt of such notice, the parties shall commence negotiations for a period not to exceed 60 days after the date of Like Buy Enjoy’s notice to you. If Like Buy Enjoy does not provide notice within said ten (10) business day period, or if you and Like Buy Enjoy does not enter into a legally binding, written agreement for the purchase and sale of the Design within said 60-day period, you shall be free to enter into an agreement with the third party on terms (considered as a whole) no more favorable to the third party than you offered to Like Buy Enjoy.

 

4.

Commission Like Buy Enjoy Will Pay You for Sales

Like Buy Enjoy will pay you a commission of 20% for each product using or bearing your Design that is shipped excluding shipping following an order placed by a customer as part of (1) a  promotion in which products using or bearing your Design are on sale at www.likebuyenjoy.com for a period; (2) an promotion in which products using or bearing your Design are on sale at www.amazon.com (3) any similar limited-time promotion in which Like Buy Enjoy offers products using or bearing your Design for sale for a period of time predefined by Like Buy Enjoy. This commission does not apply to exchanges. This commission also does not apply to promotions in which the customer does not specifically place an order for a product using or bearing your Design, but rather places an order for a package of a particular product, one of which may use or bear your Design. This commission also does not apply to products using or bearing your Design that are not shipped to a customer for any reason, including the customer’s failure to pay for the order. This commission does not apply to orders that are canceled by a customer, either before or after a product using or bearing your Design is shipped to the customer. This commission does not apply to products using or bearing your Design ordered by customers as part of a

5.

Commissions for Extra sold products

In addition to the products using or bearing your Design ordered by customers as part of a promotion, Like Buy Enjoy may, in its sole discretion, print or have sold extra products using or bearing your Design. Like Buy Enjoy will pay you a $0.25 commission for each of these extra products using or bearing your Design that Like Buy Enjoy prints or has printed. The extra products using or bearing your Design may be used for customer service purposes, such as size exchanges, and/or may be sold as part of a grab bag promotion or similar promotion.

 6.

Payment Terms

 6.1

Commissions on qualifying product shipments resulting from a  promotion or other unlimited-time promotion are paid monthly. Like Buy Enjoy will determine the number of qualifying product shipments as defined in paragraph 5. The commissions on such qualifying product shipments will be paid to you within 4 days of the end of that month.

6.2

Like Buy Enjoy will pay you via PayPal, or another method that Like Buy Enjoy selects. You agree that Like Buy Enjoy is not required to pay commissions to you for any product that a customer does not pay for. You agree that the payment amounts described above will be full and complete payment for the rights you grant to Like Buy Enjoy in this Agreement and that you are not entitled to receive any other amounts that Like Buy Enjoy may receive as payment from Like Buy Enjoy’s customers. Also, you agree that Like Buy Enjoy may use your Design on Like Buy Enjoy’s website or other associated social media forum or for other promotional purposes and you agree that such uses are royalty free. You agree that Like Buy Enjoy will not owe you any commissions, license fees, or other amounts for such uses. You agree to be solely responsible for all taxes of any kind or nature that arise due to payment of the commissions to you.

 7.

Information You Provide to Us

When you submit your Design to Like Buy Enjoy, Like Buy Enjoy may request personal information about you. If Like Buy Enjoy so requests, you further agree to provide personal information that is accurate, current, and complete.

 8.

Artwork Representation and Warranty

 8.1

You represent and warrant that you are the sole author of the Design and that the Design is entirely your own original work.

 8.2

You represent and warrant that you are either of the age of legal majority in your state, territory, province, country, or jurisdiction of residence or an emancipated minor.<,/p>

 8.3

You represent and warrant that the Design 1) is not prohibited by any applicable laws; 2) is not owned, in whole or in part, by any other person or entity; 3) does not defame, violate, or infringe the rights of another, including rights of publicity, personality, privacy, trademark, trade secret, patent, copyright, or any other intellectual property rights; and 5) is not obscene, pornographic, offensive, or objectionable. You also represent and warrant that you have the right to grant to Like Buy Enjoy the rights identified in this Agreement, and that such rights do not conflict with the rights of any other person or entity or your obligations to them.

 8.4

You represent and warrant that, in the event your Design refers to the intellectual property rights of another, your Design is a new, original, and/or transformative work that parodies, satirizes, and/or provides social commentary on such intellectual property rights and your Design makes only fair use of such intellectual property rights.

 8.5

You agree to notify Like Buy Enjoy within one (1) business day if, after submitting your Design, you become aware that the Design defames, infringes, or otherwise violates the rights of another, including the trademark, trade secret, patent, copyright, right of publicity, privacy, or any other intellectual property right of another. You agree to submit to Like Buy Enjoy all information of which you are currently aware suggesting that your Design defames, infringes, or otherwise violates the rights of another. You specifically agree to notify Like Buy Enjoy when you submit your Design of any allegation of which you are aware that your Design infringes the intellectual property rights of another. If, after submitting your Design, you become aware of information suggesting that your design defames, infringes, or otherwise violates the rights of another, you agree to submit such information to Like Buy Enjoy within one (1) business day. You specifically agree to notify Like Buy Enjoy within one (1) business day of any allegation of which you become aware that your Design infringes the intellectual property rights of another. You also agree to notify Like Buy Enjoy within one (1) business day if, after submitting the Design, you license rights in the Design to another such that the rights identified in this Agreement conflict with the rights of another or your obligations to them.

 8.6

Like Buy Enjoy reserves the right, in its sole discretion, at any time to return or take down, remove, or disable access to your Design on Like Buy Enjoy’s website in the event Like Buy Enjoy becomes aware that the Design does, is suggested to, or is alleged to defame, infringe, or otherwise violate the rights of another, including the trademark, trade secret, patent, copyright, right of publicity, privacy, or any other intellectual property right of another.

 9.

Indemnity 

9.1

You agree to indemnify, defend and hold harmless Like Buy Enjoy and its employees, representatives, and agents, from any and all expenses, damages, costs, and liabilities including reasonable attorneys’ fees and litigation expenses, arising from or related to any claims, demands or proceedings initiated by any third party due to or arising out of your acts or omissions, including claims arising out of your breach of a warranty that you make in this Agreement. You specifically agree to defend, hold harmless and indemnify Like Buy Enjoy from any claims, damages, losses or liabilities (including payment of reasonable attorneys’ fees, costs, and litigation expenses) arising from any claims that the Design has violated the intellectual property rights of others.

 9.2

You also agree to indemnify Like Buy Enjoy for any other liabilities associated with later acts by you or your representatives in connection with the Design, including any attempt to disaffirm this Agreement at any point in the future. You agree that you and all of your legal guardians and representatives will be bound by all provisions contained in this Agreement.

 9.3

You also understand and agree that Like Buy Enjoy cannot control the use that Like Buy Enjoy’s customers make of Like Buy Enjoy’s t-shirts, Like Buy Enjoy’s website or other associated social media forum, or other items that may contain your Design. If a Like Buy Enjoy customer or a third-party user of Like Buy Enjoy’s website or other associated social media forum violates Like Buy Enjoy’s rights or your rights, or claims are brought against you due to the conduct of a customer or third-party user of Like Buy Enjoy’s website or other associated social media forum, you agree to look solely to the customer or third-party user for damages or indemnity arising from or related to such uses or claims. You agree that Like Buy Enjoy has no obligation to monitor the use of or content of any t-shirts, artwork, or other items made available or otherwise displayed on Like Buy Enjoy's website or other associated social media forum, and Like Buy Enjoy will have no liability to you for Like Buy Enjoy’s failure to do so.

 10.

Liability Limitation

 10.1

YOU AGREE THAT, IN THE EVENT OF ANY DISPUTE REGARDING YOUR DESIGNS, ARTWORK OR OTHER MATERIALS YOU PROVIDE TO US, ANY Like Buy Enjoy LIABILITY SHALL BE LIMITED TO UNPAID COMMISSIONS, IF ANY, OWED TO YOU PURSUANT TO THE TERMS OF THIS AGREEMENT. YOU AGREE THAT YOU WILL NOT BE ENTITLED TO TERMINATE OR RESCIND THIS AGREEMENT, OR TO SEEK EQUITABLE OR INJUNCTIVE RELIEF, OR TO ENJOIN, RESTRAIN OR OTHERWISE INTERFERE WITH THE EXERCISE OF THE LICENSES GRANTED IN THIS AGREEMENT. YOU HEREBY WAIVE ANY RIGHTS OR CLAIMS TO ATTORNEYS’ AND LEGAL FEES, OR TO INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT AND WHETHER BASED ON NEGLIGENCE OR OTHERWISE.

 10.2

You acknowledge that the Like Buy Enjoy shall not be responsible if an order of a product using or bearing your Design cannot be implemented or if a commission cannot be paid due to acts of God, acts of war, strikes, governmental action, natural disasters, weather, acts of terrorism, discovery of a virus, computer problem, unauthorized intervention, human error or other error corrupting the administration or security of customers’ orders, or infringement or alleged infringement by your Design of the intellectual property rights of another. You acknowledge that Like Buy Enjoy makes no representation or guarantee, expressed or implied, in fact or in law, with respect to any order or commission and specifically disclaim all such warranties, including, without limitation, any warranty of merchantability or fitness for a particular purpose. You agree that any and all disputes, claims, and causes of action arising out of or in connection with your Design shall be resolved individually, without resorting to any form of class action.

 11.

Like Buy Enjoy’s Trademarks and Copyright

 11.1

You agree that the Like Buy Enjoy® trademark and related marks used on the Like Buy Enjoy web site and in Like Buy Enjoy’s products are trademarks of Like Buy Enjoy. Except for designs and artwork provided by you, as between you and Like Buy Enjoy, all media, artwork, software, text, images, graphics, user interfaces, music, videos, photographs, trademarks, logos, artwork and other content on the Like Buy Enjoy site, including but not limited to the design, selection, arrangement, and coordination of such Content on the site is owned or licensed by Like Buy Enjoy, and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights laws.

 11.2

You may use the Like Buy Enjoy® mark and/or the ® logo to advertise sales of t-shirts using or bearing your Design as part of a promotion or other limited-time promotion on Like Buy Enjoy.com, provided that such use complies with Like Buy Enjoy's logo usage guidelines, which are hereby expressly incorporated herein, and further provided that such use must immediately cease upon Like Buy Enjoy’s written request.

 11.3

Except as expressly provided in this Agreement, no part of the site and no Content may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial or other purpose, without Like Buy Enjoy prior express written consent. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets, trade dress, rights of publicity or trademarks with respect to any of the Content, and Like Buy Enjoy reserves all rights not expressly granted in this Agreement.

 12.

Transferability

 12.1

You agree to notify Like Buy Enjoy within one (1) business day if you sell, assign, or otherwise transfer the Design, in whole or in part, to another. The parties’ obligations to each other under this Agreement will continue in full force following such transfer.

 12.2

You agree that Like Buy Enjoy may, at any time without notice to you, assign, sell, or otherwise transfer all of Like Buy Enjoy’s rights under this Agreement to any person or entity that Like Buy Enjoy chooses, including any person or entity that acquires Like Buy Enjoy’s business or any portion of it. The parties’ obligations to each other under this Agreement will continue in full force following such transfer.

 13.

General Terms and Governing Law

 13.1

This Agreement is the entire agreement between you and Like Buy Enjoy related to the licensing of your Design to us. This Agreement, along with any documents incorporated herein, encompasses the entire agreement of the parties, and supersedes all previously understandings and agreements between the parties, whether written or oral.

 13.2

The terms of this Agreement shall be governed by the laws of the State of Utah without regard to its conflict of law provisions. You agree that, with respect to this Agreement, the decisions of Like Buy Enjoy which shall be final in all respects. You further agree that you are bound by Like Buy Enjoy’s privacy policy and other policies and requirements regarding the uploading and/or posting of the Design on the Like Buy Enjoy website. This Agreement may only be amended in a writing signed by each party. No delay or failure to take action under this Agreement shall constitute any waiver by Like Buy Enjoy of any provision of this Agreement.

 13.3

The parties of this agreement will encourage the prompt and equitable settlement of disputes between the parties arising from or relating to this Agreement or your Design. The parties agree to negotiate their differences directly and in good faith for a period of no less than thirty (30) days after receiving written notification of the existence of a dispute. In the event the dispute is not resolved within thirty (30) days after written notification of the existence of the dispute, the parties agree that, upon the written request of either party, the parties will submit their dispute to a mutually agreed-upon licensed attorney or judge that is an experienced mediator to work with them to resolve their differences utilizing confidential, non-binding mediation.  If, after non-binding mediation occurs, the dispute is not resolved, the parties shall be free to exercise all other legal and equitable rights, including the right to a trial by jury. The parties shall, at all times and without delay, continue to perform their respective obligations under this Agreement not affected by the dispute.

 13.4

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope of applicability of this Agreement, that the parties cannot resolve through negotiation or mediation, shall be determined by arbitration by one mutually agreed upon arbitrator. The arbitrator must be a retired judge or a lawyer with at least 10 years of active practice in contract law..

 13.5

If a party engages the services of an attorney or other third party or in any way initiates legal action to enforce its rights or remedies under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover all reasonable costs and expenses, including reasonable attorney’s fees.

 13.6

By clicking “I AGREE,” you acknowledge that you have read and accept this Agreement in its entirety. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the legal authority to bind, or do not wish to be bound by these terms and conditions, please press the “I DO NOT AGREE” option.