We are excited to partner with you (the "Artist) by considering your submitted artwork ("Artwork) for production on a CGH Enterprises, LLC ("Modest Mammoth") product. This Agreement lists the terms and conditions between Modest Mammoth and Artist concerning your submission of Artwork to Modest Mammoth.
1. Consideration of Artwork.
Artist grants Modest Mammoth a 60-day exclusive right to review and consider the Artwork. During this 60-day period, Artist shall not use the Artwork in any manner or submit the Artwork to anyone else to be used in any manner. All materials sent to Modest Mammoth will be treated as non-proprietary and non-confidential. Because Modest Mammoth receives many submissions, Modest Mammoth cannot be held liable if it reproduces or commissions artwork similar to yours but which has come from another source.
2. No Obligation.
Use of Artwork by Modest Mammoth is at Modest Mammoth's sole discretion. Modest Mammoth is under no obligation to use the Artwork at all, or to use the Artwork in any specific manner or for any specific period or duration of time.
3. Withdrawal of Artwork by Artist.
Artist may, at Artist's discretion, withdraw submitted Artwork within 24 hours of submission to Modest Mammoth or, at Modest Mammoth's discretion, before Modest Mammoth has begun the production process on Artwork that has been selected by modest mammoth. Withdrawal of Artwork by Artist within the provisions stated herein shall void this agreement.
4. Term of Agreement.
(a.) This Agreement terminates 60 days from the submission of the Artwork if during that 60-day period Modest mammoth disclaims interest in using the Artwork or does not inform Artist of its intent to use the Artwork. If this Agreement is terminated during the initial 60-day period, neither Artist nor Modest Mammoth shall retain any obligations under Sections 5, 6, or 7 of this Agreement. (b.) This Agreement becomes perpetual unless subsequently terminated by Modest mammoth if during the 60-day period Modest Mammoth informs Artist of modest Mammoth's intent to use the Artwork.
5. Copyright Ownership.
Artist retains copyright ownership of the Artwork submitted to Modest Mammoth. Modest Mammoth may, at Modest mammoth's discretion and expense, register the Artwork with the U.S. Copyright Office in the Artist's name. Modest Mammoth may record the license granted to it in this Agreement, and Artist agrees to assist Modest Mammoth as necessary with such recordation, including by executing any documents related to the recordation that Modest Mammoth may reasonably request.
6. Grant of Rights.
If the Agreement is not terminated in accordance with Section 4, and Modest Mammoth informs Artist of Modest Mammoth's intent to use the Artwork, Artist grants Modest Mammoth the exclusive, perpetual , irrevocable, world-wide, right and license to use, reproduce, print, publish, publicly display, transmit, market, sell, distribute, and sublicense the Artwork in all forms and media now known or hereafter developed. Modest Mammoth may make or authorize non-substantive changes to the Artwork to prepare it for production use.
Artist shall not use the Artwork in any manner with the sole exception that Artist may display or incorporate the Artwork in a personal portfolio or collection for promotional purposes related to Artist's work.
8. Artist compensation.
(a.) For Artwork chosen to be used on Modest Mammoth products, Modest Mammoth shall pay Artist compensation, in accordance with Section 8(c), for the use of the Artwork as follows: (1) a one-time fee of Two Hundred Dollars ($200) once an apparel or garment piece incorporating or otherwise using the Artwork ("Licensed Apparel") is first made available by Modest Mammoth for sale to the general public, (2) Two Dollars ($2.00) per unit of Licensed Apparel sold at a retail price in excess of Eighteen Dollars ($18.00) by Modest Mammoth, and Two (2) articles of Licensed Apparel at no charge once production of Licensed Apparel is complete.
(b.) If Modest mammoth uses or licenses the use of the Artowrk in a form or media other than apparel or garments, Modest Mammoth shall pay Artist a fee in an amount to be determined separate from and subsequent to thie Agreement by the parties in good faith, but not to exceed Two Dollars ($2.00) per item.
(c.) Any compensation to be paid by Modest Mammoth to Artist pursuant to Section 8 shall be made on a calendar quarter basis, within 30 days of the end of each calendar quarter.
(d.) Artist acknowledges that Modest Mammoth makes no representations, warranties, or covenants with respect to the level of sales, if any, for the apparel, garments or other items or the amount of fees to be earned by the Artist.
9. Independent Contractor; Payment of Taxes.
Artist is an independent contractor and is solely responsible for, and shall pay when due, any fees and/or dues, or contributions due to an unions or guilds, all estimated tax, withholding, social security, disability, unemployment, sel-employment, and other taxes imposed on Artist by the U.S. government or any state or local tax jurisdiction.
Modest Mammoth shall provide the Artist with appropriate credit in the Artwork at Modest Mammoth's discretion.
11. Artist Representations.
Artist represents and warrants that he/she has the right to enter into this Agreement, that the Artwork is original and has not been previously used commercially, and shall not infringe upon or violate any copyright, or any other personal or proprietary right of any kind of any third party. Artist indemnifies Modest Mammoth, its officers, directors, employees, successor and assigns, against any and all losses, expenses (including attorney's reasonable fees), or damages arising out of any breach of Artist's warranties, representations, and obligations hereunder. This paragraph shall survive the expiration or termination of this Agreement for any reason.
Modest Mammoth may terminate this Agreement for any reason immediately upon written notice to the Artist. If Modest Mammoth terminates this Agreement for any reason other that the Artist's breach of the Agreement, Artist shall be entitled to retain the amounts paid to Artist up to the date of such termination and shall not be entitled to any further compensation. If Modest mammoth terminates this Agreement as a result of Artist's breach of Agreement, Artist shall return all amounts paid to Artis hereunder. Upon such repayment, all rights granted to Modest Mammoth under this agreement shall terminate, and Modest Mammoth shall have no further obligation of any kind to Artist.
13. General Provisions.
This Agreement is binding upon and inures to the benefit of the executors, administrators, heirs, and assigns of the Artist and Modest Mammoth. Any notices permitted or required under this Agreement shall be deemed sufficient if sent via email to email@example.com and email receipt is acknowledged by Modest Mammoth. Modest Mammoth shall communicate with the Artist via email address provided by Artist. This agreement represents the entire agreement between parties, and may not be modified or terminated other than by a writing executed by both parties. If one or more of the provisions contained in this Agreement is held invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. The waiver of any breach of any provision of this Agreement, regardless of the number or extent of such waivers, shall not be construed as a modification of this Agreement. If, in the opinion of either party, the other has breached this Agreement, the such party shall notify the other in writing of that breach, which shall not be a ground for any action, claim, or proceeding unless the alleged breach has not been substantially cured within thirty (30) days after receipt of notice. In the event of Modest Mammoth's breach, Artist may seek damages only; in no event shall the Artist be entitled to interfere with, enjoin, or otherwise restrain Modest Mammoth's exclusive right to use and incorporate the Artwork on or in apparel, garments, and other items. This Agreement shall be interpreted according to the laws and in the state and federal courts of the State of Nebraska, and both parties consent to the exclusive personal jurisdiction, and waive any objections to the venue, of such courts.