Special Artist and Wall Owner Terms

Definitions

 

Platform: BeautifyEarth.com and any service rendered on this domain or its URL variants.

Premise(s): the location where the wall or project is located.

Start Date: the date mural begin as agreed by both parties through the platform

Completion Date: the date mural be completed as agreed by both parties through the platform Project: the mural, painting project or other artist service provided through the Beautify platform Artwork: The design intended to be executed at a specific Premise(s). Artwork is to be considered the platform "approved" artwork as noted in any communication facilitated by the platform, or directly through the platform during the Design Phase, where both Artist and Wall Owner agree to move forward in writing with said Artwork.

Materials: supplies needed for Artist to create Artwork that include but are not limited to paint, ladders, scaffolding, lift rentals, lighting, brushes, rollers, chalk, buckets, paint trays, extension poles, rags, tape and plastic drop cloths.

Artist: any person or entity that is directly or indirectly engaged, in some capacity, in the creation of a mural, provided, however, that any rights attributed to an Artist herein shall only apply to an Artist in the event that such person or entity compliantly enters into a Project utilizing the Platform, as further described herein.

Wall Owner: Any person or entity that directly or indirectly owns or has the ability to engage in a Project on behalf of a rights holder with respect to a Premises (i.e. express authorization from the building’s owner to modify the building according to the terms of this Agreement), provided, however, that any rights attributed to Wall Owner or Wall Owner herein shall only apply in the event that such person or entity compliantly enters into a Project utilizing the Platform, as further described herein.

BE/Beautify: Beautify Earth, Inc. is a for-profit corporation with, a 501(c)3 non-profit arm, both with the mission to make positive social and economic impacts in communities through art initiatives.

Parties: BE, Artist, Wall Owner, or Sponsor, referred to collectively.


 

General

These Terms apply to the Parties with respect to Projects facilitated through the Platform. These Terms are subject to Beautify Earth’s Terms of Service made available through the Platform, as may be amended and/or updated by BE from time to time.

 

The Parties desire to work together on an Artwork located at the Premise. In consideration of the mutual promises and covenants herein, each party agrees to the following:

 

Project Stages & Services

 

Project Design

  1. Beautify collects a "design fee" as a deposit to ensure timeliness and respect for all parties.

  2. Once a design fee is paid, or the project commences through the platform, the Parties agree to communicate in a timely fashion in order to be respectful of one another's time, and to keep the project moving forward according to one another's expectations.


 

Project Completion

 

  1. In cooperation with all Parties, Artist shall provide services to create a certain Artwork at the Premises. Artist will work with the Parties to select themes, concepts and ideas for the Artwork if needed, OR, Artist will design and complete artwork based on the design approved by the one or more Parties.

  2. Artist’s services shall be performed in a professional manner consistent with Artist’s prior work, and Artist represents and warrants that Design and Artwork is Artist’s original creation.

  3. For outdoor murals, all Parties agree not to partake in product or service advertising through the platform.

  4. We encourage brand and community sponsors with included attribution on the work, and artwork focused on aligned values between all parties, but Artwork must be primarily created with the intention of benefiting the community, neighborhood or street at large.

  5. Wall Owner will provide access to the site, as well as power, water, restrooms (as needed) in order for the Artist to complete the Artwork in a timely manner.

 

Start & Completion Dates

  1. The Artist shall undertake the creation of the Artwork on or after the Start Date, or date agreed upon with the Parties.

  2. The Artist shall complete the Artwork on or by the Completion Date, or date agreed upon with the Parties.

 

Materials

  1. Artist shall purchase and/or rent Materials necessary for the creation of their Artwork

  2. Artist acknowledges that BE may have access to discounted Materials.

Project Closure

 

Project is defined as closed when:

  1. Artwork has a substantial look, feel and design as specified in the "Design Phase." Parties understand that the Artwork will retain the general design proposed by the Artist, but may have minor differences for artistic purposes, or obstruction on the wall that prevent identical replication (e.g. windows, pipes, doors, electrical boxes, etc.).

  2. Artist signs Artwork if they choose.

  3. Artist includes “#beautifyearth” and any hashtags requested by Parties near Artist’s signature on the Artwork. 

  4. Parties include information about Artwork creation and purpose, including acknowledgement of corporate sponsors, to be located near the Artwork (“Attribution”), with size, location and specifics of the Attribution to be determined by the Parties.

  5. Parties include acknowledgment to Beautify Earth and Artist in any public relations stories or events in connection with the Artwork including all relevant social media, including Facebook and Instagram, and promotional materials, by mentioning and tagging “Beautify Earth”, “@beautifyearth” and “#beautifyearth”.

  6. Artist submits a minimum of one high resolution digital photograph of the completed Artwork from a wide angle (to show entire mural on wall) to their profile. Artist submits any additional photographs of Artwork, including before and after photos from the same angle.


 

Artist Rights and Obligations

 

Artists that are the exclusive creator of murals compliantly through the Platform shall have the following rights:

  1. Artist shall be credited for the Artwork when sharing the artwork publicly, unless a further licensing agreement is made with Beautify and/or the Artist.

  2. Artist irrevocably grants all Parties, a non-exclusive license to use the Artwork (including all images and representations of the Artwork) and Artist’s likeness and bio (“Licensed Property”) in connection with advertising, marketing and promoting respective entity, in any and all media now known or hereafter devised throughout the world in perpetuity.

  3. Nothing herein grants the non-artist Parties any merchandising or ancillary rights to the Artwork, provided that Artist may not commercially exploit the Artwork as associated with Sponsor without Sponsor’s prior written consent. Notwithstanding the foregoing and for a period of one year after completion, Sponsor may use the Licensed Property in merchandising in connection with its mission, including the right to fundraise solely or in connection with its partners.

  4. Notwithstanding anything to the contrary, all copyright in the Design and Artwork are solely retained by the Artist. The Artist shall be entitled to customary and appropriate identification as the creator of the Artwork.  Except as set forth herein,  non-artist Parties may negotiate a separate agreement with the Artist to license part or parts of the Design and Artwork if necessary.

  5. Artist Waives all VARA (Visual Artists Rights Act rights that would prevent a business owner from rebranding, a Wall Owner from selling their property, or public or civic need as decided by the community or municipality.

  6. Artwork is to be deemed as “temporary,” or in accordance with local policies.

  7. Except in connection with promoting the Project, nothing herein grants Artist, BE, or Wall Owner, any rights to  use the name, logo, or other trademarks of  Sponsor (“Sponsor Marks”) without the express prior written approval of Sponsor.

  8. Artist agrees to participate in promotional activities in connection with the creation, launch and promotion of the Artwork and Project, including without limitation, video stories of its creation, Artwork unveiling, media and interviews, and other reasonable requests by Sponsor.

 

Art Preservation & Maintenance of the Artwork

Wall Owner acknowledgements

  1. Wall Owner shall make reasonable efforts to notify BE promptly in the event of the need for any maintenance or restoration services so that the Artist may have a reasonable opportunity to perform such work him/herself or to supervise or consult in its performance.

  2. Wall Owner shall take reasonable precautions to protect Artwork against damage or destruction by external forces, and to preserve the integrity of the wall.

  3. If the Wall Owner becomes aware of a sale of the building or intention by anyone to remove the Artwork, Wall Owner shall notify BE at least sixty (60) days before such event to allow reasonable time for the Artist to make the desired modifications if necessary in order to document and/or try to remove their artwork without damaging the property if applicable.

  4. Wall Owner shall notify BE if Artwork is damaged, including graffiti as soon as possible.

  5. Wall Owner acknowledges that Sponsor has the ability to host activities to promote mural, including but not limited to having media, local community members and corporate partners visit mural.

 

Artist acknowledgements

 

Artist acknowledges that:

  1. the duration of the Artwork may be beyond the control of non-artist Parties.

  2. the outdoor environment is constantly changing and the Artwork may not comply with a future vision of the area.

 

All art is subject to normal wear and tear and may change based on the environment in which it exists.

 

Delay

 

Disability

Artist shall immediately notify BE of a delay of the execution of the Artworresulting from an incapacitating, illness, or injury. If such an event prevents Artist from completing the Artwork according to schedule, Sponsor may request a different artist for the Project and will pay Artist a reasonable compensation for work completed.

 

Unavoidable Occurrences

If Artist is willing and able but cannot perform any of their respective obligations due to events beyond Artist’s control, Sponsor shall have the right to  extend by a period of time equal to the duration of such events, terminate the Project and/or replace it with a different Artist at a different location suitable to Sponsor’s Schedule set forth in the Appendix, or any combination of the above with written notification to BE, and by mutually agreed upon resolutions and/or compensations for fairness if needed. Events beyond Artist's control include, but are not limited to, acts of God, war, civil commotion, labor disputes, strikes, fire, flood or other casualty, shortages of labor or material, government regulation or restriction and weather conditions.

 

Indemnification

Each party agrees to indemnify and hold harmless all other Parties and its customers, affiliates, employees, owners, officers, managers, agents and/or board members from and against any and all claims, injuries, losses, liabilities, damages, expenses, demands, causes of action, losses, expenses and attorney's fees, whether known or unknown, vested or contingent, directly or indirectly incurred in connection with any third-party claims or allegations arising out of the indemnifying party’s negligent or intentional acts, omissions, breach of any of its obligations under this agreement, or intellectual property infringement, its subcontractors, employees or agents.

 

Non-Circumvention

Parties agree not to circumvent the communication or payment methods offered by the Platform. By way of illustration and not in limitation of the foregoing, you must not:

  1. Share any personal information on your Beautify profile (excluding personal websites and social portfolios) in the way of email, video, phone or any other method of direct contact  if the intent is to circumvent.

  2. Submit proposals or solicit parties identified through the Platform to contact, hire, manage, or pay outside the Platform.

  3. Accept proposals or solicit parties identified through the Platform to contact, deliver services, invoice, or receive payment outside the Platform.

  4. Cancel any Design Contest for the purpose of contracting separately with an Artist who Customer meets through the Platform.

  5. Invoice or report on the Platform or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client and Artist.

 

You agree to notify Beautify immediately if another person improperly contacts you or suggests making or receiving payments outside of the Platform. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to us by sending an email message to: support@beautifyearth.com

 

You acknowledge and agree that BE revenue is derived from its receipt of customer payments made through the Platform. Therefore, for 24 months from the time you meet any party through the Platform (the "Exclusivity Period"), you must use the Beautify services as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the "Beautify Relationship"). You may opt-out of this obligation only if customer or prospective customer pays Beautify an "Opt-Out Fee" computed to be the greater of the following amounts:

1. $2,500; or

2. 15% of the cost to the customer of the services to be performed in the Beautify Relationship during the Exclusivity Period, as estimated in good faith by the prospective Customer.

To pay the Opt-Out Fee, you must request instructions by sending an email message to support@beautifyearth.com.


 

Miscellaneous

  1. Beautify is a connecting party, and not liable for content that is created outside of the terms of this agreement.

  2. Wall Owner and Artist assume all responsibilities and liabilities for following local policies and ordinances regarding public art.

  3. Insurance: Beautify Earth, Inc. has procured and maintained in full force and effect, general liability, and accident policies that comply with all governmental requirements and covers its obligations and activities under this agreement and the Platform.

  4. Entire Agreement: This Agreement and Appendix represent the entire understanding between the parties with respect to subject matter hereof and supersedes any and all prior understandings and agreements, oral or written, relating hereto. Any amendment must be in writing and signed by all parties.

  5. Assignment: This Agreement shall not be further assigned in whole or part to any party without the written consent of all parties.

  6. Authority: Each person acknowledging this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement.

 

Payment Terms

 

  1. Design fee/deposit is non-refundable, and paid by client in order to:

    1. begin the official mock-up requests, receipt, and iteration thereof from one or more artists.

    2. serve as a down payment which will be applied toward the total cost of the project.

    3. It is the artist's responsibility to make sure the wall is in the condition that will create a durable mural. That includes making sure the wall is prepared or exists in a matter ready for painting, such as power-washing or priming. Artists can negotiate with non-artist Parties to support in this regard if mutually agreed. Otherwise, it should be considered in artist budget and painting plan.

  2. Project pre-payment/painting fee is non-refundable, and paid before mural painting commences

    1. Good faith effort to complete the project within 30 days is required by both parties.

    2. Responses to one another in any medium of communication shall be within 48 hours.

    3. Artist is responsible for maintaining great customer service to all Parties, with a respectful tone and with clear communication.

    4. Beautify reserves the right to request the deposit back if artist proves to be in breach of these terms at the discretion of Beautify. We embrace a culture of great customer service and take this very seriously.

    5. Receiving a deposit does not guarantee that the money is yours if you do not complete the project. It is considered a customer advance, and is considered to be in escrow but now yet earned. Beautify will request that you make both Beautify and the client whole for money received but not earned if the project does not get completed. Time spent on designs and supply purchases can be negotiated to reduce this fee.

    6. It is expected that the artist will only buy supplies that are needed for the project.

  3. Project completion payment is non-refundable, and paid upon mural completion.

  4. Extenuating circumstances for refunds will be handled on a case by case basis.

  5. Non-artist Parties will make payment within 30 days of completion of mural, a 2% interest will be charged monthly to invoices not paid within 30 days of invoice date

 

Artist Payment:

  1. Artist shall have full responsibility for the payment of all federal, state and local taxes and contributions, including penalties and interest, imposed pursuant to unemployment insurance, social security, income tax, gross income tax, worker’s compensation or any other similar statute

  2. Before BE provides any payment to Artist, Artist must submit a completed IRS Form W-9.

  3. In consideration for the Artist’s full performance of this Agreement and completion of Artwork pursuant to Section 1, BE shall pay Artist a mutually agreeable flat fee paid in two rounds, 50% after the design is finalized and 50% after the mural is completed and payment is received from Wall Owner, or sponsor.

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