Please read these Artist Terms and Conditions ("Conditions") carefully – by establishing an account with, or providing an artwork for sale by, CODAME, Inc. ("CODAME") you are agreeing to the Conditions.
This is a legal document which sets out your rights and obligations, and those of CODAME ("we" or "us"), in relation to artworks (each a "Work") which you provide to us for sale through websites operated by any of us (each a "Site") and any other services offered by us through our Sites.
You must take the time to read and understand these Conditions before providing us with a Work for Sale. You accept that you are entering into a contract with us under these Conditions.
II. Mission Statement
CODAME sparks visionaries by celebrating the value of playful creativity. Our inspiring experiences encourage the use of technology for artistic expression. Since 2010 we have run inclusive workshops, art sales, and a signature ART+TECH Festival.
III. Scope of our services
CODAME is a platform for artists and their representatives and agents (individually and collectively, the "Artists"), which enables them to promote and sell their artwork(s) (the "Artwork") in public spaces. Here is a description of the process of our services:
The Artists upload the Artwork to CODAME Shop (The Platform); in addition, they complete a profile and provide information about The Artwork.
You hereby unconditionally and irrevocably release CODAME, its agents, directors, officers, shareholders, and employees from all liability arising out of or in connection with any CODAME Partners' actions or omissions.
IV. Our Pledge
It is absolutely free to use our service for CODAME Artists.
We display your name and all necessary information for people to buy your Artwork.
We sell your Artwork(s), but, except for any CODAME Fulfilled Orders (as defined in these Conditions below), we do not print or install it for the Users who ordered it. With respect to any orders to be printed and fulfilled by Artists, Artists have full control over the final version of their Artwork.
The Artwork is available to all The Partners. It is the sole decision of the Partners to display your Artwork in their space. We cannot guarantee that The Partners will choose to display your Artwork, nor can we guarantee that the User will buy them.
V. Your CODAME Artist Profile
In order to become one of CODAME's Artists, first, you need to fill out this form providing all requested details. You also must agree to make all representations and warranties stated in these Conditions in favor of us.
You agree that you shall not include in your artist profile appearing on CODAME ("Profile") anything that could potentially infringe upon another's rights, confuse, or which is offensive, hurtful, or otherwise inappropriate. CODAME reserves the right to change any online Profile in the event we determine, at our sole discretion, that violates these Conditions.
You represent that all the information provided, such as your name or surname is yours and legally available for use.
VII. Representations, Warranties & Covenants of Artists
As a condition of becoming a CODAME Artist, you hereby represent, warrant, and covenant to CODAME:
- You are the sole owner of and have full power to enter into these Conditions and to grant all rights granted or purported to be granted under them, including the grant of any license to use of the Artwork granted herein;
- You are the sole author of any Artwork submitted to CODAME and all Artwork(s) are your own original artwork and are not made from copyrighted material or patterns.;
- You unconditionally and irrevocably hold 100% exclusive right to all right, title, and interest in and to the Artwork, including copyright;
- Your Artwork does not contain any illegal material and/or in itself constitutes illegal material.
- You will not post or transmit any content that infringes any copyright or other right of any person;
- Your Artwork does not contain anything that may constitute a violation of the personal integrity and privacy of an individual;
- Your Artwork does not contain anything that may offend, slander, defame or discriminate any individual, entity or group of people, and that you will not abuse, harass, threaten, impersonate or intimidate any person;
- You shall indemnify and hold the CODAME harmless from and against any loss, expense, or damage occasioned by any claim, demand, suit or recovery against Your Artwork, arising out of any alleged use of the image which violates or breaches a third party's property rights, or resulting from breach of your obligations under these Conditions including breach of any representation, warranty or covenant contained herein.
- You guarantee to be able to process and sell The Artwork displayed by CODAME medium and ordered by CODAME's Users in accordance with CODAME's standard practices and quality control standards.
- You agree to maintain inventory of the merchandise uploaded according to the availability disclaimed by you on CODAME's Platform.
- Except for any CODAME FulFilled Orders, you are responsible for the creation and shipping of the Artwork.
VIII. Grant of License
In consideration of our agreement to pay you the Royalty payments stated in these Conditions, by submitting the Artwork to CODAME, you grant to us a worldwide, non-exclusive, unlimited license in and to each Artwork to display, transmit, publish, post online, and to use, sell, and to the extent elected by the Artist in Paragraph XI below of these Terms, print, and ship to a User, on your behalf, the Artwork for purposes as we see fit related to CODAME’s business, by any electronic or digital means, method, device, process or medium (now known or hereafter developed) (collectively, the “Rights”). For the avoidance of doubt, the Rights include the rights (a) to conduct sales of any Artwork including CODAME Fulfilled Orders, (and to grant sub-licensees of the right to conduct sales and fulfillment of any orders), (b) to grant sub-licenses to Users to view, display, purchase and use the Artwork for personal, non-commercial use, and (c) to do and authorize third parties to do anything expressly or impliedly referred to in these Conditions.
This license will exist for the period of time during which the Artwork remains on the Platform, and will terminate 30 days after the removal of the Artwork from The Platform. You represent that the Artwork uploaded is yours, duly licensed by you hereby grant to CODAME the right to store your Artwork on its own servers and backups for the duration of the license, including the 30 days, as applicable after removal from the Platform.
At any time you may notify us that you wish to terminate this license with respect to a particular Artwork by emailing us as team_at_CODAME_dot_com (a "termination notice"); any termination notice must clearly identify the Artwork in question. We will withdraw that Artwork from the Website within 30 days of our receipt of the termination notice.
You agree that you shall not grant any license or make any agreements in respect of any Artwork (or any part of it or any character therefrom), or allow any such license or agreement to exist, that would in any way conflict with or derogate from the grant of the Rights hereunder.
Upon your breach of these Conditions, CODAME shall be entitled to immediately and without notice to you to cease any payments to you relating to the relevant Artwork in any format, and (b) to recover from you all payments paid to date in relation to that Artwork, in addition to any other legal or equitable rights available to CODAME.
You will remain the owner of your Artwork's copyright or of any intellectual property rights or other proprietary rights associated with your Artwork.
You assert to us, our assignees, licensees, and successors in the title your moral right to be identified as the author of each Artwork, including under the Visual Artists Rights Act. We agree to include your name on the pages of CODAME where your Artwork is displayed.
You acknowledge and agree that we may (a) use copies of the Artwork, (b) aggregate copies of one or more of your Artworks with one another or with the works of other artists, and (c) overlay text on copies of your Works online and for offline printed materials, in each case for promotional purposes and without being required to name you as the Artist.
The grant of this license includes a grant to display your Artwork on CODAME's website, Platform, or other digital or physical mediums, included in the scope of our services, with the intention, but no obligation, to display and sell your Artwork as announced in the conditions of the agreement.
CODAME is free to use the Artwork provided, as described in the scope of services, without permission or license from any third party. CODAME is granted a non-exclusive, non-transferable, fully paid, worldwide license to use, distribute, modify, adapt, and publicly display such content in connection with the Services as defined in the scope.
By uploading your Artwork to the CODAME website, you retain full rights to those works that you had prior to uploading.
CODAME decides exclusively and in its sole discretion what to publish and display on The Platform.
CODAME can not restrict the ability of users and visitors on The Platform to make a low resolution (maximum of 800x800) or "thumbnail" (maximum of 200x200) copies of the Artwork posted on The Platform and you hereby expressly authorize CODAME to permit users and visitors of The Platform to make such low-resolution copies of your Content.
CODAME can not restrict the ability of The Users to take pictures of The Artwork displayed on other digital or physical mediums and you hereby expressly authorize The Users, or other digital or physical medium spectators to take photos of your content.
The license granted to CODAME includes the rights to use, modify, adapt, distribute and publicly display The Artwork fully or partially for promotional reasons. The license also includes the use to redistribute The Artwork to a third party for CODAME's promotional reasons.
X. Sales of Your Artwork – General Process and Procedures
Any User watching at your Artwork on a Display (other digital or physical mediums) in our Partners' location can see your name, your Artwork, and a link that invites them to CODAME's website.
From CODAME's website, Users can order and buy a printed or physical version of your Artwork, in a limited or unlimited edition, in any of the available Formats (such order, an "Order").
You shall have previously defined the Formats of the Artwork available for purchase at the time of the upload of the Artwork.
Formats of an Artwork available for sale may include ("Formats"):
Original Artwork sales:
Hard copy printed versions of the Artwork in giclee fine art prints with archival ink, neither mounted nor framed, except for any custom order where the User agrees in writing to pay for the shipping of the framed Artwork and in such case, you must notify CODAME in writing before shipping, so that CODAME can charge the appropriate party for shipping.
Unless you elect to have an order fulfilled as a CODAME Fulfilled Orders (as defined below), you are responsible for (i) maintaining inventory of the formats listed (for originals and limited editions), (ii) creating and shipping the Artwork that is subject of the Order, (iii) if necessary, to install, the Artwork ordered, and (iv) forward proof of shipment as well as the tracking number of the shipment, the day of the shipment at the email address provided to you during the order.
For each order, you will be paid Royalty payments for the sale of the Artwork in accordance with the schedule that appears in Paragraph XII below, which are subject to change by CODAME, from time to time to the extent provided in these Conditions. We will notify you of changes to the Royalty schedules by sending you an email; however, Royalty payment rates shall be locked in on a per-order basis upon submission of any particular sale.
Completion of a sale transaction of your Artwork will be deemed to be completed forty-five (45) days after payment is received by CODAME from the Customer. Royalty payments shall not be paid in respect of any Artwork that is returned by the Customer for exchange or refund. In this case, the Artwork will be returned to you, at your cost.
Payment will be processed via Intersections for the Arts by check mailed to your address.
Shipping Costs. For custom Artwork (mounted, framed, laminated, etc.), Artists should advise CODAME prior to the shipment, so CODAME can bill the shipping charge directly to the purchasing User.
XI. Sales Process - CODAME Fulfilled Orders
At your option, by checking the applicable box upon upload of any Artwork, you can elect to have CODAME fulfill any sales orders on your behalf, and you shall be deemed to unconditionally and irrevocably grant to CODAME full rights and authority to print, ship to any User, process payment for, and communicate with such User on your behalf with respect to any order of any Artwork (each such order, a "CODAME Fulfilled Order"). Fulfillment of all Digital Edition orders shall be fulfilled by CODAME and shall be deemed a "CODAME Fulfilled Order". Your option to elect a CODAME Fulfilled Order is subject to, at all times and in all respects, CODAME's current capabilities, and in all cases, CODAME reserves the right to use any third-party vendors, suppliers, delivery agent(s) and other fulfillment partners it chooses in its sole discretion to fulfill any CODAME FulFilled Orders.
Royalty Payments payable to you with respect to any CODAME Fulfilled Orders shall be in accordance with the standard costs and fees stated in Paragraph XII below, subject to CODAME's reserved rights to change such rates to the extent stated in these Conditions.
XII. Your Royalty Payments; Costs and Fees
For each sale of an Artwork, CODAME will split 70% of the Net Revenues sale of any Artwork (the "Royalty") payment with the Artist.
The relevant Royalty will be specified at or before the time when the sale of your Artwork commences.
Note that we may change the Royalty that applies to the various types of sales from time to time. However, any such change will not affect the Royalty you earn on sale which has already occurred, or to the sales of any edition which is already on sale at the time when the change is made: to avoid doubt, the changed Royalty will apply only to the Edition of the next Artwork to go on sale, not to the edition currently on sale at the time when we notify you of the changed sale Royalty rate.
For the purposes of calculating the Royalty, "Net Revenues" are amounts actually received by CODAME for sums paid to us for sale of the Artwork, net of all relevant deductions including (without limitation):
Any and all tax, tariffs, and fees (including any VAT taxes); transaction costs; chargebacks and returns; any sums paid or repaid to Users in connection with the relevant sale, any revenue share or commission paid or payable to distributors, licensees or others involved in the sale of an Artwork, and any sums paid, payable, deductible or creditable to third parties in connection with the relevant sale of an Artwork.
Royalties shall be calculated in the national currency in which we are paid, and shall be paid to you in US Dollars using the spot rate of exchange of Wells Fargo Bank, N.A., for the purchase of which the relevant currency prevailing on the date on which we are paid by the User. For the avoidance of doubt, no Royalty is payable in respect of copies of the Artwork included in CODAME's publicity and marketing efforts.
For CODAME Fulfillment Orders, we will credit Royalty to you quarterly within the time periods set forth in these Artist Terms and Conditions, or as otherwise mutually agreed to in writing between you and CODAME.
XIII. Right to Terminate at Any Time
At any time you can remove your Artwork from the Platform. This action will terminate the license you granted to CODAME within 30 days ("Thirty")
In all cases, copies of your Artwork posted on any third-party sites and used for promotional purposes will be removed within 30 days ("thirty") following your removal request, however, submitted.
XIV. Reserved Rights of CODAME
CODAME reserves the right, at its sole discretion, to modify or replace these Conditions at any time. If the alterations constitute a material change to these Conditions, CODAME will notify you by posting an announcement on The Platform and by sending you an email.
Using any service or viewing any content following notification of a material change to the Conditions shall constitute your acceptance thereof, as modified.
CODAME is not responsible for all the content uploaded. All the content uploaded is the sole responsibility of the account holder from which such content originates and you acknowledge and agree that you are entirely responsible for all content that you post, or download to The Platform.
Your access, and use of, the Platform may be interrupted from time to time as a result of equipment malfunction, updating, maintenance, or repair of The Platform or any other reason within or outside the control of CODAME. The Platform should not be used or relied upon for the storage of your photographs and images and you are directed to retain your own copies of all content posted on The Platform.
In addition, CODAME may remove any Artwork that it believes to be in breach of the Conditions.
XV. General Conditions
- CODAME shall not be liable for any failure to perform its obligations where such failure results from any cause beyond CODAME's reasonable control.
- If any part of these Conditions is held to be invalid or unenforceable, the remainder shall remain valid and enforceable.
- Our failure to act with respect to a breach of these Conditions by you or others does not waive our right to act with respect to subsequent or similar breaches.
- The headings to the Clauses are for ease of reference only and do not affect the interpretation or construction of these Conditions.
- Each party shall execute or cause to be executed all such other documents and do or cause to be done all such further acts and things consistent with the terms of these Conditions as the other party may from time to time reasonably require for the purpose of giving the latter party the full benefit of the provisions of these Conditions.
- The validity, construction, and performance of these Conditions shall be governed by the laws of the State of California.