This agreement is made with Stonebird Ltd, trading as “Caart,” a limited company registered in England and Wales with company number 15990463, whose address is at 28 Fordington Road, London N6 4TJ, United Kingdom.

Caart can be contacted via email at info@caart.studio or by submitting a Contact Form at the website caart.studio.

Last updated: 21st October 2024

The Company operates an online platform that sells high-quality prints of artworks. These artworks are intended to be used as premium greeting cards or displayed as art pieces. This Agreement sets forth the terms under which artists ("Artists") submit their artwork ("Artwork") to the Company for sale on this platform.

• Agreement: This Artist Agreement between the Artist and the Company.
• Artist: The creator of Artwork who enters into this Agreement with the Company.
• Artwork: Any and all artistic works submitted by the Artist to the Company for the purpose of sale on the Company’s platform.
• Company: Stonebird Ltd, trading as Caart, which operates the sales platform and handles marketing, distribution, and sales of the Artwork.
• Effective Date: The date on which the Artist submits their Artwork to the Company, thereby agreeing to the terms of this Agreement.
• Greeting Cards: Refers to any printed or digital format used to convey a message for special occasions, celebrations, or personal communications, including but not limited to traditional folded greeting cards, postcards, notecards, and other similar formats designed for written messages and personal greetings.
• Limited Edition: Artworks that are reproduced in a limited quantity, as agreed upon between the Artist and the Company.
• Listing Price: The advertised sale price of the Artwork on the Company website.
• Net Profits: The actual profits remaining after all costs and expenses related to the production and sale of the Artwork have been deducted.
• Referral Link: A unique URL provided to the Artist by the Company for the purpose of tracking sales derived from the Artist’s promotional efforts.
• VAT: Value Added Tax as applicable under the laws of the United Kingdom.

This Agreement governs the submission of Artwork by the Artist to the Company for the purpose of sale and distribution on the Company’s platform.

By submitting their Artwork to the Company, the Artist agrees to abide by and be bound by the terms of this Agreement.

1.1 Licence Grant

The Artist grants Caart a non-exclusive, non-transferable, worldwide licence to use, reproduce, display, distribute, and market the Artworks solely for the purpose of creating, selling, and promoting Greeting Cards.

1.2 Permitted Uses

The Company is authorised to:

• Create physical and digital reproductions of the Artworks exclusively for use in Greeting Cards.
• Use the Artworks in marketing materials, promotional content, and advertising campaigns that directly relate to the sale of Greeting Cards.
• Display the Artworks on the Company's website, e-commerce platforms, social media channels, and in physical retail locations for the purpose of promoting and selling Greeting Cards.

1.3 Exclusivity

This license is non-exclusive, meaning the Artist retains the right to use, license, and distribute the Artworks to other parties except in a Greeting Card format. The Artist may not sell or license the same Artwork on another platform in any format that could be classified as a Greeting Card without the prior written consent of the Company.

1.4 Modifications and Adaptations

The Company may make minor modifications or adaptations to the Artworks solely for the purpose of optimising their presentation as Greeting Cards (e.g., resizing or cropping), provided that such changes do not alter the fundamental nature of the original work. Any changes beyond minor resizing or cropping require the prior written consent of the Artist.

1.5 Limitation of Use

The Company shall not use the Artworks for any purpose outside of the agreed scope outlined in this section without obtaining the Artist's prior written consent. Any unauthorised use of the Artworks will be considered a material breach of this Agreement.

1.6 Duration of Licence

This licence shall commence on the Effective Date and remain in effect until terminated in accordance with the terms outlined in this Agreement.

2.1 Legal Right and Authority

The Artist represents and warrants that:

• (a) They have the full legal right, power, and authority to enter into this Agreement and to grant the rights granted herein.
• (b) The Artwork is original and does not infringe upon or violate any copyright, trademark, trade secret, or other intellectual property rights or any other rights of any third party.
• (c) The Artwork does not contain any defamatory, obscene, or unlawful material.
• (d) The use, reproduction, distribution, or display of the Artwork by the Company as authorised under this Agreement will not violate any laws or rights of any person or entity.

3.1 Submission of Artwork

Submission of Artwork to the Company is subject to prior approval. The Company reserves the right to accept, decline, or remove any Artist, Artwork, or application without explanation.

3.2 Approval and Standards

The Company expects all Artworks to meet specified quality standards. The Company reserves the right to reject any Artwork that does not meet these standards or is not as described upon submission.

3.3 Revisions and Improvements

Artists must comply with any requests for revisions or improvements to meet quality standards before the Artwork is listed on the platform.

3.4 Artist's Representation

By submitting Artwork, the Artist confirms they are at least 18 years old and have the authority to enter into this Agreement on behalf of themselves or an entity they legally represent.

4.1 Open Edition Listing

Artwork approved for listing will initially be offered as an Open Edition. The Company retains the right to collaborate with the Artist to set higher prices or offer Limited Editions based on market demand.

4.2 Limited Editions

Any decisions regarding Limited Editions, including pricing and print run size, will be mutually agreed upon in writing by both parties.

5.1 Net Profits Calculation

Net Profits are calculated after deducting the following from the Listing Price:

• Production costs
• Sales Value Added Tax (VAT)
• Transaction fees
• Shipping
• Any promotional discounts
• Processing fee

Example Calculation:

If the Listing Price is £10, and the total deductions amount to £6, the Net Profit is £4.

5.2 Production Costs

All production costs, including but not limited to printing and material costs, will be itemised and made available to the Artist upon request. These costs are subject to fluctuations influenced by market variables such as exchange rates.

5.3 Processing Fee

The processing fee represents the general overheads associated with the cost of making the sale, including platform maintenance, order fulfilment, customer service, and administrative expenses.

5.4 Profit Distribution

Profit distribution depends on the referral source:

• Artist-referred sales: 75% of Net Profits to the Artist.
• Company-referred sales: 50% of Net Profits to the Artist.

6.1 Monthly Sales Reports and Payments

The Artist will receive monthly sales reports and payments via PayPal, in GBP, within the first ten working days of each month.

6.2 Payment Disputes

In the event of a dispute over payments, the Artist must notify the Company in writing within 30 days of receiving the sales report. Both parties agree to work in good faith to resolve any discrepancies within 30 days of notification.

7.1 Artwork Gifting to Influencers

The Company may occasionally gift selected Artworks to influencers and promoters to enhance visibility and reputation without any cost to the Artist.

7.2 Promotional Use of Artwork

The Company is granted the right to use the Artist’s Artwork in creating diverse promotional materials to be showcased across various platforms.

8.1 Referral Link Tracking

The Artist will receive a unique referral link to promote their Artwork. The Company uses cookies to track purchases made via this link.

9.1 Artist's Sales Through Other Channels

The Artist may sell their Artwork through other channels but must notify the Company if the same Artwork is available elsewhere in a manner that competes directly with sales through the Company’s platform. "Competes directly" refers to offering identical or similar products (e.g., greeting cards or art prints featuring the Artwork) in the same market channels.

10.1 Participation in Promotional Activities

The Artist agrees to make reasonable efforts to participate in promotional activities as mutually agreed upon, provide necessary biographical information, and maintain timely communication with the Company.

11.1 Customer Returns and Artist Compliance

Caart handles all customer returns and refunds. If a return is due to a production issue unrelated to the Artist's work, Caart absorbs the cost. However, if the issue is due to the Artist's non-compliance with quality standards, the Artist may be responsible for the associated costs.

12.1 Protection of Artist's Intellectual Property

The Company commits to protect the Artist's intellectual property against unauthorised use and comply with all applicable data protection laws, including the UK Data Protection Act 2018 and the General Data Protection Regulation (GDPR).

13.1 Use of DRM Technologies

The Company may use DRM technologies to prevent unauthorised reproduction of digital versions of the Artworks.

14.1 Confidential Information Protection

Both parties agree to keep confidential any proprietary information, trade secrets, financial data, and any other information designated as confidential. Confidential Information includes earnings data and operational insights.

15.1 Artist's Indemnification

The Artist agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:

• (a) Any breach of the Artist's representations, warranties, or obligations under this Agreement.
• (b) Any infringement or alleged infringement of any copyright, trademark, or other intellectual property rights of any third party resulting from the Company's authorised use of the Artwork as provided herein.

The Artist's indemnification obligation is limited to the extent of their negligence or wilful misconduct.

15.2 Company's Indemnification

The Company agrees to indemnify and hold the Artist harmless from any direct claims or liabilities arising solely from the Company's unauthorised commercial use of the Artwork beyond the rights granted in this Agreement, provided that such use is not due to any act or omission by the Artist.

Except for liabilities arising from the Artist's obligations under Clause 15 (Indemnification) and Clause 2 (Artist Representations and Warranties), neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, loss of data, or business interruption, arising out of or related to this Agreement, even if advised of the possibility of such damages.

16.1 Company's Limitation of Liability

• (a) The Company shall not be liable for any unauthorised use, reproduction, distribution, or display of the Artwork by third parties, including but not limited to theft, piracy, or other infringement by third parties outside the Company's reasonable control. The Company agrees to implement reasonable security measures to protect the Artwork; however, the Artist acknowledges that the Company cannot guarantee protection against such unauthorised use by third parties.
• (b) The Company shall not be liable for any use of the Artwork in formats or mediums not expressly agreed upon in this Agreement if such use was unintentional and promptly ceased upon written notice from the Artist.

16.2 Non-Excludable Liabilities

Nothing in this Agreement shall limit or exclude liability for death or personal injury caused by negligence, fraud, or any other liability which cannot be limited or excluded by law.

17.1 Exemption from Liability for Uncontrollable Events

Neither party shall be held responsible for any failure to perform due to causes beyond their reasonable control, such as acts of God, war, natural disasters, or other events considered force majeure.

18.1 Agreement Duration

This Agreement is effective upon the Artist’s submission of Artwork and shall continue in effect until terminated by either party with a 30-day written notice.

18.2 Termination Procedure

Upon termination:

• (a) All listings of the Artwork will be removed from the platform as soon as commercially practicable.
• (b) All rights granted under this licence expire immediately.
• (c) Unsold stock will be handled as per the Artist's instructions, which must be provided in writing within 14 days of termination. Options include:
• (i) Return of unsold stock to the Artist at their expense.
• (ii) Secure destruction of unsold stock by the Company.
• (iii) Sale of remaining stock to recover costs, with proceeds handled according to the profit distribution terms.

18.3 Immediate Termination for Material Breach

Where there has been a material breach of the terms of this Agreement, either party may terminate the Agreement with immediate effect.

19.1 Modification of Agreement Terms

The Company reserves the right to change the terms of this Agreement and will notify the Artist by email of such changes.

20.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

20.2 Jurisdiction

Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

21.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements, understandings, or representations.

21.2 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall remain in full force and effect.

21.3 Notices

Any notice required under this Agreement shall be in writing and shall be deemed sufficiently given when sent by email to the addresses provided by the parties.

21.4 Relationship of Parties

Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the Company and the Artist.

21.5 Compliance with Laws

Both parties agree to comply with all applicable laws and regulations in the performance of their obligations under this Agreement.