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Artist Marketplace Agreement

Poppsee™

ARTIST MARKETPLACE AGREEMENT

Version Effective Date: July 1, 2021

The following terms of this Artist Marketplace Agreement (“Agreement”) apply if you want to post artwork for sale on the Poppsee Marketplace, at www.poppsee.com/marketplace(“Website”). You may sell pieces of art that you upload to the Website in Vector format/SVG (minimum 300 dpi) and in RGB (“Artwork”), such that the Artwork can be modified (and purchased) by other users. Poppsee is owned and operated by Inner Artist, LLC.

Artwork shall be incorporated by you and other users onto physical products made by or for Poppsee (“Products”) and purchased by you or those other users. All Artwork is subject to Poppsee’s prior approval before posting on the Poppsee Marketplace.

>Users of the Website who provide Artwork for sale in a gallery subject to the terms of this Agreement are referred to as “Artists.” Artwork may include original Contributions that are uploaded to the Website by an Artist.

Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the Poppsee Terms of Use.

Licenses.

By putting Artwork in a gallery and making it available for sale on the Website, you grant the following fully paid-up royalty free, except as otherwise may be set forth herein, licenses to Poppsee: the nonexclusive, worldwide, transferable, sublicensable right to use, reproduce, publicly display, sell, and distribute the Artwork in or on Products and in advertising, marketing, samples, and promotional materials for the purpose of promoting the Website and Products.

Without limitation, this promotion, marketing, or advertising may consist of: (i) display of Products with your Artwork; (ii) promotional “streams” of audio/video/photographic content on the Website, (iii) Products or Artwork placement in magazines, television shows, movies, and other media, including forms of social media; and (iv) the sale of Products available on the Website with or without third party product feeds. You also grant Poppsee the fully paid-up royalty free, except as otherwise may be set forth herein, license and right to (i) make modifications to your Artwork as necessary to prepare your Artwork for use in a particular Product category or for other manufacturing purposes, if you agree that your Artwork may be used in such category, and (ii) allow other Website users to make color and cropping modifications to your Artwork. The copyright for Artwork will remain with the original Artist. Artwork may not be saved by users other than the original Artist as their own Artwork for sale in a gallery, whether or not modified.

You may remove your Artwork from the Marketplace and/or from public viewing at any time or delete or hide your Artwork from the Website at any time; however, due to caching and other technologies, it may take a number of days for it to be completely removed from the Website. You retain all copyright and other intellectual property rights in your original Artwork. Upon the removal of Artwork from the Marketplace or the Website, Poppsee may fulfill any orders placed prior to termination and Poppsee may continue to use your Artwork in marketing and promotional materials if such materials were created prior to removal of the Artwork.

Labelling.

General.

At the time you add Artwork to a gallery and post it for sale, you will be asked to provide information (title, description, tags, categories) about your Artwork so that visitors to the Website (“Users”) can search and find relevant Artwork. You agree to make best efforts to provide accurate, non-misleading information about your Artwork and you agree not to submit unrelated information in connection with your Artwork for any purpose. If Poppsee determines that information is misleading or inaccurate or that it violates the rights of a third party, Poppsee may delete such information or your Artwork(s) entirely, in its sole discretion.

There are several key pieces of information about your item that Poppsee uses to assist Users conducting searches, including but not limited to: titles, tags, attributes and categories. It’s very important to accurately label your items. By providing high-quality, accurate information, you help Users find your Artwork quickly and easily. Inaccurate information can create a frustrating and unproductive shopping experience for everyone in the marketplace.

Poppsee asks that you do not engage in script writing or other unacceptable back door computing practices in an effort to post multiple pieces of Artwork for sale.

By using the Website, you agree to use the Website and conduct your business in a manner that demonstrates common sense and respect for the rights of Poppsee, other Artists, Users and third parties and in accordance with applicable laws and regulations.

Please report problems, offensive content, and policy violations to us at www.copyright@poppsee.com.

Guidelines

Here are some of the basic rules for labeling your products:

  • Only use accurate and relevant terms that describe the specific Artwork in your listing;
  • For Artwork with descriptions that have or should have minimum age requirements, you may only publish designs that are consistent with such requirements;
  • You may use relevant synonyms;
  • You must not label Artwork with related, but inaccurate words;
  • You may not intentionally misspell your Artwork (unless such misspelling is part of the design and the correct spelling for the word is also used as a label and/or tag);
  • You may use a short descriptive phrase as a tag if it accurately describes your item;
  • You may not put multiple words into a single tag that do not comprise a descriptive phrase;
  • You may not use words that are derogatory, harassing or lewd;
  • You may not use malicious tags or descriptions; and
  • You may not use the trademarks, service marks, trade names or copyrighted material of others.

If you are uncertain as to whether a label, tag, or description falls into one of the categories listed above, contact Poppsee by email at: www.copyright@poppsee.com.

Failure to follow the guidelines above may result in Poppsee taking one or more of the following actions, in its sole discretion:

  • Sending you a notification informing you of the offending action, behavior, label, tag, spam or description and request that you take corrective action immediately;
  • Suspension of access to and/or deletion of your the Artwork(s);
  • Suspension of your account with Poppsee (“Account”);
  • Withholding of any Commission or Commissions, as defined herein, for Artwork that contain inappropriate or inaccurate descriptive information until such time as the issues are remedied; and/or
  • Termination of your Account.

Additionally, we reserve the right at any time to remove, limit, suspend, terminate our service and User accounts, prohibit access to our sites and their content, services and tools, delay or remove Artwork (including websites) from the Website and discontinue our relationship with any Artists that we determine in our sole discretion are in violation of the above-listed guidelines, including but not limited to tags that infringe the intellectual property rights of third parties, or are unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable. Any Account posting or hosting objectionable content or recommending objectionable websites are subject to termination. Also, we reserve the right to remove content that we determine in our sole discretion is primarily intended to promote a product or service.

Pricing and Commissions.

Poppsee will pay an Artist a commission for all sales to other Users/customers (i.e., not on sales to you) of Products incorporating your Artwork (“Commission”).

The price at which a User may purchase a Product created by that User on the Website using works existing in the Poppsee library of works or uploaded by that User is the “Retail Price” and includes the cost of shipping. Poppsee, in its sole discretion, shall determine the Products that will be available and the Retail Price at which those Products may be sold on the Website and affiliated sites, if any.

The Retail Price for a Product incorporating your Artwork will also include the cost of shipping; however, your Commission will be twenty percent (20%) of the Retail Price less the cost of shipping.

While Poppsee’s policy is that each Product is custom and made to order and there are no returns, there may be occasions in which Poppsee elects to refund a purchase, in Poppsee’s sole discretion. In such event, Poppsee may deduct from your account or your Commission associated with the returned Product, if such amount was paid to you.

Commission Payments.

If you participate as an Artist, Poppsee will pay accrued Commissions in accordance with the following section. In general, Commission payments and any other compensation owed to you (collectively hereinafter referred to as “Commissions”) will be made within thirty (30) days of the end of the month in which the Product was sold.

Poppsee will pay Commissions only through a verified Stripe account that is able to receive funds. There may be restrictions on some countries in receiving funds. Each Artist must establish a Stripe account and provide the relevant Stripe account information to Poppsee. It is your responsibility to maintain up-to-date and accurate Stripe account information with Poppsee and Poppsee shall not be liable to you for any Commission payment not paid to or received by you due to your failure to comply with this requirement. Each Artist is responsible for fees and costs charged by Stripe in connection with Commission payments made to the Artist.

Poppsee will maintain a statement of your Commissions in your account. You may check your statement in your account at any time.

Poppsee may make alternative payment options available at a later date.

Poppsee may withhold necessary taxes from payments, including international payments, that may be due if Artists do not provide Poppsee with relevant documentation such as, for example, the Internal Revenue Service form W-9 or W8-BEN.

Ineligible Sales.

Poppsee will not pay you a Commission for sales of any Products which incorporate Artwork that violates this Agreement, Poppsee’s Terms of Use, or any of your representations below. For example, if Poppsee discovers that a piece of your Artwork infringes someone else’s copyright or that you do not have the right to use the Artwork, Poppsee reserves the right to reverse any and all Commissions for such Artwork, whether due or already paid.

Marketing; High Volume Purchases and Discounts.

Poppsee may create programs for high volume purchases and/or provide special sales discounts (including the sale of Products through wholesale and other retail channels) that may reduce the Retail Price for any Product, and which will adjust your Commission accordingly.

Representations.

You warrant and represent that:

  • You have the legal right to agree to and comply with the terms of this Agreement;
  • You have the legal right grant the licenses contemplated herein to Poppsee;
  • No one else claims ownership of, or exclusive rights to, your original Contribution(s) or the Artwork;
  • Your original Contribution(s) or Artwork does not infringe the privacy, celebrity, moral or other rights of any third party;
  • Your original Contribution(s) or Artwork does not contain any defamatory, obscene or discriminatory content or any illegal material; and
  • Poppsee may make and sell Products incorporating your original Contributions or Artwork without infringing the rights of any third party and without being obligated to make any payments to, or obtain any permission from, any third party.

Release and Hold Harmless.

You agree to release and hold harmless Poppsee (and Poppsee’s officers, directors, members, board members, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, made against Poppsee arising out of or in any way connected with any disputes with any third party arising out of or related to your original Contributions or Artwork. If you are a California resident, you waive California Civil Code §1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Disputes with Poppsee.

All questions of law, rights, and remedies regarding any act, event or occurrence undertaken pursuant or relating to the Website, this Agreement or Poppsee Services shall be governed and construed by the laws of the State of Florida, excluding such state’s conflicts of law rules.  Any legal action of whatever nature by or against Poppsee arising out of or related in any respect to the Website, this Agreement and Poppsee Services shall be brought solely in the applicable federal or state courts located in or with jurisdiction over Orange County, Florida; subject, however, to the right of Poppsee, at Poppsee’s sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to a user. You hereby consent to (and waive any challenge or objection to) personal jurisdiction and venue in the above-referenced courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Website, this Agreement and/or Poppsee Services (including your visit to or use of the Website and/or Poppsee Services) be instituted more than two (2) years after the cause of action arose. You will be liable for any attorneys’ fees and costs if we have to take any legal action to enforce this Agreement.

Terms of Use.

This Agreement supplements Poppsee’s Terms of Use, which is incorporated herein by reference.  The terms of this Agreement and Poppsee’s Terms of Use may be amended by Poppsee from time-to-time.