LICENSING AGREEMENT

UP ARTS LICENSING AGREEMENT

This Artist Licensing Agreement (the “AGREEMENT”) is entered into effective this date, [DATE]between [ARTIST NAME] (“ARTIST”) and UP ARTS. A royalty of 8% of the retail price of each item will be paid to the Client, to be paid within 30 days of the end of each month.

Scope of this Agreement. This Agreement applies to any image, graphics, digital assets, or digital images created or taken by Artist and delivered to the Client (collectively known as “IMAGES”). This Agreement governs the relationship between the parties and in no communication or other exchange, shall modify the terms of this Agreement unless agreed to in writing.

Rights: All Images and rights relating to them, including copyright and ownership rights in the media in which the Images are stored, remain the sole and exclusive property of the Artist. This license provides the Client with the limited right to reproduce, publicly display, and distribute the Images only for the agreed upon terms as set forth in the Client Invoice and signed by both parties. Images used for any purpose not directly related outside of those terms must be with the express permission of Artist and may include the payment of additional fees, unless otherwise agreed to in writing. Images may contain copyright management information (CMI) at the discretion of the Artist in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes a violation of the Digital Millennium Copyright Act (DMCA) and Client will be responsible to the Artist for any penalties and awards available under that statute.

Relationship of the Parties: The parties agree that Artist is an independent contractor and that neither Artist nor Artist’s employees or contract personnel are, or shall be deemed to be, employees of Client. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Artist and the Images or any other deliverables prepared by Artist shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.

Creation: The manner and method of creating any Image is solely at the discretion of Artist and the Client has no right to control Artist’s manner and method of performance under this Agreement. Artist will use his/her best efforts to: (a) ensure that the Images conform to Client’s specifications; and (b) submit all Images to Client in publishable quality, on or before the applicable deadlines.

Delivery: Artist may select delivery of photographs in JPEG, TIFF, PNG, SVG, or other standard formats at a resolution that Artist determines will be suitable for the Images as licensed. It is the Client’s responsibility to verify that the Images are suitable for reproduction and that if the Images are not deemed suitable, to notify the Artist within five (5) business days.

Fees: All fees and expenses payable under this agreement are required no later than ten (10) business days from the delivery of the Images and payable irrespective of whether Client makes actual use of the Images. If full payment has not been received within thirty (30) days all rights are revoked at Artist’s discretion. In the event rights are revoked, all images in the possession of Client will be removed from all forms of media and permanently destroyed within ten (10) days. Client shall provide Artist with written statement that all images have been removed and destroyed.

Cancellation: If Client cancellation of this Agreement prior to 1) Stated delivery date on the Client Invoice or 2) within one (1) month of this agreement, Client will pay any expenses incurred.

No Exclusivity: This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Artist, and Artist shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by Artist.

Transfer and Assignment: Client may not assign or transfer this agreement or any rights granted under it. No amendment or waiver of any terms is binding unless in writing and signed by the parties. However, the invoice may reflect, and Client is bound by authorizations that could not be confirmed in writing because of insufficient time or other practical considerations.

General Law/Arbitration: This Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements between the parties. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of WISCONSIN. Any claim or litigation arising out of this Agreement or its performance may be commenced only in courts physically located in Brown County, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by the parties.

Severability: If one or more of the provisions in the Agreement is found invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Any such provisions will be revised as required to make them enforceable.

Waiver: No action of either party, other than in writing agreed to by the parties, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such action will not preclude further exercise of other rights or remedies in this Agreement.

Up Arts Core Values

Passion and Devotion

We are fueled by a passion that embodies the values of doing what's right with all our hearts, souls, and might. Our unwavering devotion to inclusion, compassion, and making the world a better place knows no bounds. This deep-seated passion extends to the arts, where we believe creativity has the power to inspire change and foster connection, allowing us to express and celebrate diverse voices.

Reliability and Dependability

You can count on us to always bring forth the most trustworthy and uplifting views, information, and images that showcase doing good in the best possible light. We are committed to illuminating the artistic endeavors of people and highlighting how their creative contributions enrich communities. We will never compromise on our commitment to earn your trust and confidence.

Creativity and Originality

Our promise of excellence demands that we stay ahead of the curve and continually innovate. In our quest to highlight the goodness of people, we embrace creativity as a vital force. By showcasing original artistic expressions, we aim to demonstrate the transformative impact of art in advocacy and social change, pushing the boundaries of what’s possible.

Collaboration and Unity

We understand that we cannot do this alone. We value the power of collaboration and teamwork, not just among art groups but also with artists and creatives. By listening to the voices of the artists and visitors, we create a vibrant tapestry of ideas and collaborations. Together, we can achieve more and make a greater impact in the world through shared artistic visions.

Admiration and Reverence

We hold art organizations in the highest regard and respect the tremendous contributions they make to society. We also celebrate the artists who contribute to these causes, recognizing the essential role art plays in conveying messages and sparking dialogue. We will always honor their missions and strive to elevate their voices and work through everything we do, ensuring that art remains a powerful catalyst for change.