ARTIST COLLABORATION AGREEMENT

Updated on April 17, 2024

This Agreement contains the terms and conditions for submitting your Designs, including any artwork or other materials submitted, (hereinafter the “Designs”) to Geometry LLC, a California limited liability company (“Geometry”).

1. License You Grant to Geometry

1.1

When you submit your Designs to Geometry, you grant Geometry an exclusive, royalty free (except for the commissions set forth below), perpetual, worldwide, transferable license authorizing Geometry to use, reproduce, publish, advertise, promote, import, distribute, and display for commercial or marketing purposes, and to distribute in connection with your Designs your name and other personal information that you provide to us.

1.2

Under the terms of the foregoing license, Geometry may, at its sole discretion, select your Designs to print, have printed, sell, ship, have shipped, or distribute to customers products bearing your Designs. In addition, under the terms of the foregoing license, Geometry may, at its sole discretion, display the Designs so selected on Geometry’s websites or other associated social media forum and print, have printed, sell, ship, have shipped, or distribute to customers products using or bearing the Designs so selected. The foregoing license also authorizes Geometry to reproduce, distribute, and display your Designs on Geometry’s websites or other associated social media forum(s) and in advertising and promotional materials related thereto. You acknowledge, however, that Geometry is not obligated to utilize your Designs under this license in any way. For avoidance of doubt, Geometry may display products bearing your Designs on Geometry’s websites and also remove or disable access to such Designs on Geometry’s websites at any time at Geometry’s discretion, unless otherwise provided in this Agreement.

1.3

You may request that Geometry discontinue selling your Designs by giving Geometry 30 days’ written notice. You acknowledge that Geometry may print, have printed, sell, ship, have shipped, or distribute to customers products using or bearing your Designs in fulfillment of orders by customers for such products that are placed within a 30-day period following receipt of such notice. You also acknowledge that Geometry may continue to take and fulfill orders for products using or bearing your Designs after expiration of the 30-day period by selling, shipping, having shipped, or distributing such products in order to deplete existing inventories of such products. Geometry will continue to pay you commissions on products shipped to customers, under the terms of this Agreement, after receipt of said notice.

1.4

You agree that you will not sell or license any part of your Designs to Geometry in a way that would impair or restrict Geometry from fully using the license you have granted to us.

1.5

You agree that you will not sell or license any part of your Designs to any third party, including color variations of the Designs, for use on products directly competing with Geometry products, specifically, towels of any type, washcloths and dishcloths, and other home textile products.

2. You Keep the Copyrights

Geometry acknowledges that you continue to own all copyrights to your Designs, subject to the license granted in these terms and conditions and any other provisions herein.

3. Commission Geometry Will Pay You

Geometry will pay you a commission for each product using or bearing your Designs that is shipped following an order placed on Geometry’s direct-to-consumer (DTC) website (https://geometry.house) or Geometry’s wholesale website (https://wholesale.geometry.house). This commission does not apply to exchanges. This commission also does not apply to products using or bearing your Designs that are not shipped to a customer for any reason, including the customer’s failure to pay for the order. This commission does not apply to orders that are canceled by a customer, either before or after a product using or bearing your Designs is shipped to the customer.

Commission Structure:

Commission (in USD) for DTC orders: 10% (all products)

Commission (in USD) for wholesale orders: 2% (all products)

 

4. Payment Terms

4.1

Commissions on qualifying product shipments resulting from an order placed on Geometry’s DTC website or wholesale website will be paid to you by the 15th of each month for the previous month’s shipments. 

4.2

Geometry will pay you via direct deposit, PayPal, or another method that Geometry selects. You agree that Geometry is not required to pay commissions to you for any product that a customer does not pay for or that is returned. You agree that the payment amounts described above will be full and complete payment for the rights you grant to Geometry in this Agreement and that you are not entitled to receive any other amounts that Geometry may receive as payment from Geometry’s customers. Also, you agree that Geometry may use your Designs on Geometry’s websites or other associated social media forums or for other promotional purposes and you agree that such uses are royalty free. You agree that Geometry will not owe you any commissions, license fees, or other amounts for such uses. You agree to be solely responsible for all taxes of any kind or nature that arise due to payment of the commissions to you.

5. Information You Provide to Us

When you submit your Designs to Geometry, Geometry may request personal information about you. If Geometry so requests, you further agree to provide personal information that is accurate, current, and complete. 

6. Artwork Representation and Warranty

6.1

You represent and warrant that you are the sole author of the Designs and that the Designs are entirely your own original work and that your Designs are distinct and different from other works.

6.2

You represent and warrant that you are either of the age of legal majority in your state, territory, province, country, or jurisdiction of residence or an emancipated minor.

6.3

You represent and warrant that the Designs 1) are not prohibited by any applicable laws; 2) are not owned, in whole or in part, by any other person or entity; 3) do not defame, violate, or infringe the rights of another, including rights of publicity, personality, privacy, trademark, trade secret, patent, copyright, or any other intellectual property rights; and 5) are not obscene, pornographic, offensive, or objectionable. You also represent and warrant that you have the right to grant to Geometry the rights identified in this Agreement, and that such rights do not conflict with the rights of any other person or entity or your obligations to them.

6.4

You represent and warrant that, in the event your Designs refer to the intellectual property rights of another, your Designs are a new, original, and/or transformative work that parodies, satirizes, and/or provides social commentary on such intellectual property rights and your Designs make only fair use of such intellectual property rights.  You agree to explain the instance of parody, criticism, commentary, and/or satire in your Designs via an Artist Interview or other form of communication.

6.5

You agree to notify Geometry within one (1) business day if, after submitting your Designs, you become aware that the Designs defame, infringe, or otherwise violate the rights of another, including the trademark, trade secret, patent, copyright, right of publicity, privacy, or any other intellectual property right of another. You agree to submit to Geometry all information of which you are currently aware suggesting that your Designs defame, infringe, or otherwise violate the rights of another. You specifically agree to notify Geometry when you submit your Designs of any allegation of which you are aware that your Designs infringe the intellectual property rights of another. If, after submitting your Designs, you become aware of information suggesting that your Designs defame, infringe, or otherwise violate the rights of another, you agree to submit such information to Geometry within one (1) business day. You specifically agree to notify Geometry within one (1) business day of any allegation of which you become aware that your Designs infringe the intellectual property rights of another. You also agree to notify Geometry within one (1) business day if, after submitting the Designs, you license rights in the Designs to another such that the rights identified in this Agreement conflict with the rights of another or your obligations to them.

6.6

Geometry reserves the right, in its sole discretion, at any time to return or take down, remove, or disable access to your Designs on Geometry’s websites in the event Geometry becomes aware that the Designs do, is suggested to, or is alleged to defame, infringe, or otherwise violate the rights of another, including the trademark, trade secret, patent, copyright, right of publicity, privacy, or any other intellectual property right of another.

7. Indemnity

7.1

You agree to indemnify, defend and hold harmless Geometry and 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 your acts or omissions, including claims arising out of your breach of a warranty that you make in this Agreement. You specifically agree to defend, hold harmless and indemnify Geometry 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.

7.2

You also agree to indemnify Geometry for any other liabilities associated with later acts by you or your representatives in connection with the Designs, including any attempt to disaffirm this Agreement at any point in the future. You agree that you and all of your legal guardians and representatives will be bound by all provisions contained in this Agreement.

7.3

You also understand and agree that Geometry cannot control the use that Geometry’s customers make of Geometry’s products, Geometry’s websites or other associated social media forums, or other items that may contain your Designs. If a Geometry customer or a third-party user of Geometry’s websites or other associated social media forum violates Geometry’s rights or your rights, or claims are brought against you due to the conduct of a customer or third-party user of Geometry’s websites or other associated social media forum, you agree to look solely to the customer or third-party user for damages or indemnity arising from or related to such uses or claims. You agree that Geometry has no obligation to monitor the use of or content of any products, artwork, or other items made available or otherwise displayed on Geometry’s websites or other associated social media forum, and Geometry will have no liability to you for Geometry’s failure to do so.

8. Liability Limitation

8.1

YOU AGREE THAT, IN THE EVENT OF ANY DISPUTE REGARDING YOUR DESIGNS, ARTWORK OR OTHER MATERIALS YOU PROVIDE TO US, ANY GEOMETRY LIABILITY SHALL BE LIMITED TO UNPAID COMMISSIONS, IF ANY, OWED TO YOU PURSUANT TO THE TERMS OF THIS AGREEMENT. YOU AGREE THAT YOU 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 GRANTED IN THIS AGREEMENT. YOU HEREBY WAIVE 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.

8.2

You acknowledge that Geometry shall not be responsible if an order of a product using or bearing your Designs cannot be implemented or if a commission cannot be paid due to acts of God, acts of war, strikes, governmental action, natural disasters, weather, acts of terrorism, discovery of a virus, computer problem, unauthorized intervention, human error or other error corrupting the administration or security of customers’ orders, or infringement or alleged infringement by your Designs of the intellectual property rights of another. You acknowledge that Geometry makes no representation or guarantee, expressed or implied, in fact or in law, with respect to any order or commission and specifically disclaim all such warranties, including, without limitation, any warranty of merchantability or fitness for a particular purpose. You agree that any and all disputes, claims, and causes of action arising out of or in connection with your Designs shall be resolved individually, without resorting to any form of class action.

9. Geometry’s Trademarks and Copyright

9.1

You agree that the Geometry trademark and related marks used on the Geometry web site and in Geometry’s products are trademarks of Geometry LLC and are solely owned by Geometry. Except for Design and artwork provided by you, as between you and Geometry, all media, artwork, software, text, images, graphics, user interfaces, music, videos, photographs, trademarks, logos, artwork and other content on the Geometry site, including but not limited to the Designs, selection, arrangement, and coordination of such content on the site is owned or licensed by Geometry, and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights laws.

9.2

You may use the Geometry mark to advertise sales of products using or bearing your Designs on www.geometry.house, provided that such use complies with Geometry’s logo usage guidelines, which are hereby expressly incorporated herein, and further provided that such use must immediately cease upon Geometry’s written request.

9.3

Except as expressly provided in this Agreement, no part of the website and no Content may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial or other purpose, without Geometry’s prior express written consent. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets, trade dress, rights of publicity or trademarks with respect to any of the Content, and Geometry reserves all rights not expressly granted in this Agreement.

10. Transferability

10.1

You agree to notify Geometry within one (1) business day if you sell, assign, or otherwise transfer the Designs, in whole or in part, to another. The parties’ obligations to each other under this Agreement will continue in full force following such transfer.

10.2

You agree that Geometry may, at any time without notice to you, assign, sell, or otherwise transfer all of Geometry’s rights under this Agreement to any person or entity that Geometry chooses, including any person or entity that acquires Geometry’s business or any portion of it. The parties’ obligations to each other under this Agreement will continue in full force following such transfer.

11. General Terms and Governing Law

11.1

This Agreement is the entire agreement between you and Geometry related to the licensing of your Designs to us. This Agreement, along with any documents incorporated herein, encompasses the entire agreement of the parties, and supersedes all previously understandings and agreements between the parties, whether written or oral.

11.2

The terms of this Agreement shall be governed by the laws of the State of California without regard to its conflict of law provisions. You agree that, with respect to this Agreement, the decisions of Geometry which shall be final in all respects. You further agree that you are bound by Geometry’s privacy policy and other policies and requirements regarding the uploading and/or posting of the Designs on the Geometry websites. This Agreement may only be amended in a writing signed by each party. No delay or failure to take action under this Agreement shall constitute any waiver by Geometry of any provision of this Agreement.

11.3

The parties of this agreement will encourage the prompt and equitable settlement of disputes between the parties arising from or relating to this Agreement or your Designs. The parties agree to negotiate their differences directly and in good faith for a period of no less than thirty (30) days after receiving written notification of the existence of a dispute. In the event the dispute is not resolved within thirty (30) days after written notification of the existence of the dispute, the parties agree that, upon the written request of either party, the parties will submit their dispute to a mutually agreed-upon licensed attorney or judge that is an experienced mediator and is located in Orange County, California to work with them to resolve their differences utilizing confidential, non-binding mediation. This mediation shall be a compromise negotiation for purposes of Rule 408 of the Federal Rules of Evidence and Section 1152 of the California Evidence Code and shall be confidential consistent with California Evidence Code Sections 703.5 and 1115 through 1128 and Section 1775.10 of the California Code of Civil Procedure. If, after non-binding mediation occurs, the dispute is not resolved, the parties shall be free to exercise all other legal and equitable rights, including the right to a trial by jury. The parties shall, at all times and without delay, continue to perform their respective obligations under this Agreement not affected by the dispute.

11.4

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope of applicability of this Agreement, that the parties cannot resolve through negotiation or mediation, shall be determined by arbitration in Orange County, California before one mutually agreed upon arbitrator. The arbitrator must be a retired judge or a lawyer with at least 10 years of active practice in contract law. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

11.5

If a party engages the services of an attorney or other third party or in any way initiates legal action to enforce its rights or remedies under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover all reasonable costs and expenses, including reasonable attorney’s fees.

11.6

The terms of this agreement may be updated periodically. Geometry will notify you when an update is made.

11.7

By selecting the “I agree” checkbox found on the Artist Submissions page (https://www.geometry.house/pages/artist-submissions), 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.