ARTIST COLLECTIVE AGREEMENT

ARTIST COLLECTIVE AGREEMENT

EFFECTIVE DATE: April 15, 2025

This Contract ("Agreement") is made and entered into by and between Geometry LLC ("Company" or “Geometry”), a California Limited Liability Company, located at 931 Calle Negocio Suite R, San Clemente, CA 92673, and the undersigned artist ("Artist" or “You”).

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1. Submission of Designs

You agree to submit artwork ("Design" or "Designs") to the Company for potential use on its products. 

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2. License Grant

• Upon Geometry's selection of a Design for use, the Artist grants to Geometry a perpetual exclusive license ("Exclusive License"), subject to the Artist’s right to terminate under Section 3, to use, reproduce, publish, advertise, promote, import, distribute, and display the Design(s) for commercial or marketing purposes on any existing and future products. The Company may also use the Artist’s name and other personal information provided by the Artist in connection with the Designs. The Artist agrees not to license the same Design, or any color variations of the Design, to any other party during the duration of the Exclusive License. Geometry shall not alter or recolor any Designs licensed hereunder without the express written consent of the Artist.

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3. Option to Terminate License and Removal of Designs

• The Artist may terminate this Exclusive License at any time by submitting a request to terminate (“License Termination Request”) via email to artists@geometry.house. Upon receipt of the License Termination Request, the Company shall have 30 days to remove the Artist’s Design(s) from all Company sales channels. If inventory of the removed Design remains in any of the Company’s sales channels, the Company will continue to sell the remaining inventory until fully depleted. Any outstanding royalties owed to the Artist will be paid following the standard payment schedule as outlined in Section 9 of this Agreement.

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4. Cooling-off Period

• Upon submission of a License Termination Request, the Artist may not submit or license the Design(s) to another party for 180 days (“Cooling-off Period”). 

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5. Ownership & Intellectual Property Rights

• The Artist retains all ownership and intellectual property rights in and to the Designs. Nothing in this Agreement shall be construed as transferring ownership of the Designs to Geometry. 

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6. Designs Submitted Prior to the Effective Date

• If the Artist has an existing licensing agreement with a third party for Designs submitted to the Company prior to the Effective Date (“Preexisting Designs”), that agreement may continue, provided the license applies only to non-textile products and does not conflict with the rights granted to the Company under this Agreement. For the avoidance of doubt, this exception applies only to Preexisting Designs.

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7. Royalty Payments

For all sales of products bearing the Artist's Design, the Company agrees to pay the Artist the following royalties:

• 10% royalty on Net Sales for products sold directly through the Company’s website found at https://geometry.house ("DTC Net Sales").

• 2% royalty on Net Sales for products sold through wholesale channels ("Wholesale Net Sales").

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8. Transparency in Net Sales Calculation

Net Sales shall be calculated as gross revenue minus documented deductions, including:

• Discounts and promotions

• Refunds and returns

• Sales tax and government fees

• Shipping and handling costs

The Company shall provide detailed breakdowns of deductions upon request.

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9. Payment Schedule

• The Company shall provide the Artist with a monthly royalty statement by the 10th day of each month for the prior month's sales.

• Royalty payments will be made via PayPal, or another payment method chosen by the Company by the 15th day of each month.

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10. Artist Representations & Warranties

The Artist represents and warrants that:

• They are the sole creator and owner of the submitted Designs.

• The Designs do not infringe upon the rights of any third party.

• They have the legal authority to grant the Company rights under this Agreement.

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11. Information Provided by the Artist to the Company

• When the Artist submits Designs to the Company, the Company may request personal information about the Artist. If the Company so requests, the Artist further agrees to provide personal information that is accurate, current, and complete, including but not limited to information required in order for the Company to issue royalty payments to the Artist and submit tax information to government agencies.

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12. Company’s Right to Disable and Re-enable Design(s)

• The Company reserves the right, in its sole discretion, at any time to disable or re-enable access to Artist’s Designs on the Company’s sales channels to align with seasonal trends and timing. Designs that are disabled and no longer visible on the Company’s sales channels remain subject to the terms of this agreement, unless the Artist has submitted a License Termination Request.

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13. Indemnity

• Mutual Indemnification: Each party agrees to indemnify, defend, and hold harmless the other party, including its employees, representatives, and agents, from any and all expenses, damages, costs, and liabilities, including reasonable attorneys’ fees and litigation expenses, arising from or related to any claims, demands, or proceedings initiated by any third party due to or arising out of that party’s acts or omissions, including claims arising out of a breach of any representation or warranty made in this Agreement. Specifically, the Artist agrees to indemnify and hold harmless the Company from any claims, damages, losses, or liabilities (including payment of reasonable attorneys’ fees, costs, and litigation expenses) arising from any claims that the Designs have violated the intellectual property rights of others, provided that the Company has not altered or used the Design in a manner inconsistent with the terms of this Agreement. Likewise, the Company agrees to indemnify and hold harmless the Artist from any claims, damages, losses, or liabilities (including payment of reasonable attorneys’ fees, costs, and litigation expenses) arising from the Company’s unauthorized use, modification, or misrepresentation of the Artist’s Designs.

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14. Liability Limitation

• Except as otherwise provided in this Agreement, the Artist agrees that, in the event of any dispute regarding the Artist’s Designs, artwork, or other materials submitted to the Company, the Company’s liability shall be limited to unpaid royalties, if any, owed to the Artist pursuant to the terms of this Agreement. The Artist agrees that they will not be entitled to terminate or rescind this Agreement, or to seek equitable or injunctive relief, or to enjoin, restrain, or otherwise interfere with the exercise of the licenses or rights granted herein. The Artist hereby waives any rights or claims to attorneys’ and legal fees, or to indirect, special, punitive, incidental, or consequential damages, whether foreseeable or not and whether based on negligence or otherwise.

• Notwithstanding the foregoing, the Artist retains the right to submit a License Termination Request pursuant to Section 3 and to enforce the Company’s obligation to remove the Design(s) from active sales channels within 30 days. In the event the Company fails to comply with the Artist’s termination request in accordance with Section 3, the Artist may pursue equitable or injunctive relief limited to the enforcement of that provision.

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15. Dispute Resolution & Governing Law

• This Agreement constitutes the entire understanding between the Artist and the Company regarding the submitted Designs, superseding all prior agreements, written or oral.

• The parties agree to resolve disputes promptly and equitably. They will negotiate in good faith for at least 30 days after written notice of a dispute. If unresolved, the dispute will be submitted to a mutually agreed-upon mediator in Orange County, California, for confidential, non-binding mediation. If mediation fails, either party may pursue legal or equitable remedies, including a jury trial, while continuing to fulfill obligations unaffected by the dispute.

• If further resolution is needed, disputes shall be settled by arbitration in Orange County, California, before a mutually agreed-upon arbitrator with at least 10 years of experience in contract law. Arbitration will follow JAMS' Comprehensive Arbitration Rules and Expedited Procedures, with judgments enforceable in any jurisdiction. This does not preclude parties from seeking interim relief in court.

• Should either party initiate legal action to enforce or interpret this Agreement, the prevailing party shall recover reasonable costs and attorney’s fees.

• Clarification of Remedies: Notwithstanding anything to the contrary in this Section 15, the remedies available to the Artist in connection with disputes specifically relating to the Artist’s Designs, artwork, or other submitted materials shall be limited as described in Section 14. This includes, without limitation, the Artist’s waiver of claims to injunctive or equitable relief except as expressly provided for in Section 14. All other disputes arising under this Agreement that are not specifically governed by Section 14 may proceed under the dispute resolution procedures described herein.

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By selecting the “I agree” checkbox, you acknowledge that you have read and accept this Agreement in its entirety. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not agree to the terms of this Agreement, you are not authorized to submit Designs to Geometry.