Terms & Conditions

This Artist Agreement (this “Agreement”), is entered into as of 5/28/2015 (the “Effective Date”) by and between Here’s My Chance (“Company”), and you, the person submitting this application or on behalf of an artist or group of artists (the “Artist”), and sets forth the terms and conditions whereby Artist agrees to provide design and artwork services to Company. By clicking on the checkbox above, you have indicated that you (or someone on your behalf) have read, understand and accept the terms that are documented below in this Agreement.

ARTICLE I – SCOPE OF WORK

1.1    Services. Schedule A defines the scope of work to be performed by Artist pursuant to this Agreement (collectively, the “Services”).

1.2    Standards. Artist shall perform the Services in a professional and workmanlike manner, in accordance with the specifications set forth in Attachment 1 – Sign Specifications to Schedule A (the “Specifications”), and in compliance with all applicable laws, rules, and regulations.

1.3    Deliverables; Acceptance. The term “Deliverables” means any and all works in progress, designs, drawings, works of authorship, materials, or other work product used, created or delivered under this Agreement, in whatever form or medium captured, including, but not limited to, the specific work product described on Schedule A. Artist shall deliver the Deliverables to Company no later than the applicable due date set forth on Schedule A. Acceptance of any Deliverables will occur when Artist is notified by Company in writing that the Deliverables are in accordance in all respects with the Specifications. If any of the Deliverables are not in accordance in all respects with the Specifications, regardless of whether such Deliverables were accepted by Company, Company will notify Artist and Artist shall promptly correct the deficiency. If the deficiency is not corrected promptly, Artist shall refund to Company all fees paid by Company relating to such Deliverables and Artist shall not be entitled to any fees for such Deliverables, without prejudice to any other rights Company may have under this Agreement or applicable law.

ARTICLE II – FEES; TAXES

2.1    Fees. In consideration for the Services, Company will pay Artist the fees set forth on Schedule A. Except as expressly set forth on Schedule A, Artist shall not be entitled to the payment of any additional fees or the reimbursement of any expenses under or in connection with this Agreement.

2.2    Taxes. Company is not obligated to reimburse Artist for any taxes imposed upon Artist as a result of this Agreement. Payment of all taxes shall be the responsibility of Artist.

ARTICLE III – PROPRIETARY RIGHTS

3.1    Ownership of Deliverables. Artist hereby assigns and conveys to Company all right, title, and interest, including all patent, copyright, trade secret and other intellectual property rights (including the right to prepare and exploit derivative works), in and to the Deliverables. Artist hereby agrees that all Deliverables that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. Artist shall provide Company with all assistance reasonably required to perfect Company’s rights in and to the Deliverables.

3.2    Confidentiality. In connection with the performance of the Services, Artist may be exposed to or receive information that is confidential to Company or kept confidential by Company on behalf of another person, regardless of whether such information is identified as confidential, (collectively, “Confidential Information”). Artist shall protect Confidential Information from unauthorized dissemination, using the same degree of care which Artist ordinarily uses with respect to its own proprietary information, but in no event less than reasonable care. Artist shall (i) not use Confidential Information for any purpose not expressly permitted by this Agreement, and (ii) limit the disclosure of Confidential Information to the agents of Artist who have a need to know such Confidential Information for purposes of this Agreement, and who are, with respect to such Confidential Information, bound by confidentiality terms no less restrictive than those contained herein. Notwithstanding the foregoing, Confidential Information may be disclosed if such disclosure is required by law or by the order of a competent court or similar competent judicial or administrative body or governmental agency request; provided, however, that, to the extent practicable, Artist shall promptly notify Company of such requirement in writing, and shall cooperate reasonably with Company, at Company’s expense, in obtaining a protective or similar order enjoining, restraining or limiting the disclosure of such Confidential Information.

3.3    Publicity Rights. Artist agrees to be photographed, interviewed or filmed during the term of this Agreement and for a period of one month thereafter. Artist hereby grants Company the worldwide, perpetual, unrestricted, transferable, sublicenseable right to use, copy, display, distribute, publish and otherwise exploit such photographs, interviews and videos for any reason and in any and all forms of media whether now or hereafter developed.

ARTICLE IV – WARRANTIES

4.1    Originality. Artist represents, warrants, and covenants the originality of all Deliverables and that no portion of any Deliverable violates any patent, copyright, trade secret, or other intellectual property or other rights of any party and Artist has no rights, in existence prior to the commencement of any Services, to any portion of any Deliverable.

4.2    No Violation. Artist, by entering into this Agreement and performing the Services, has not and will not violate any consulting, employment, non‑competition, proprietary information, confidentiality or other agreement, arrangement, understanding, or restriction between Artist and a present or former employer, principal, client or other individual or entity.

4.3    Compliance with Laws. Artist shall comply with all applicable laws, rules and regulations.

4.4    Compliance with Specifications. Artist represents, warrants, and covenants that the Deliverables will be timely delivered and in accordance in all respects with the Specifications.

4.5    Limitation of Liability. EXCEPT FOR ARTIST’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 4.6, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST REVENUE OR INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY COMPANY TO ARTIST UNDER SECTION 2.1 OF THIS AGREEMENT.

4.6    Indemnity. Artist hereby agrees to save, protect, defend, indemnify, and hold Company harmless from and against any and all claims, liabilities, demands, damages, judgments, awards, settlements, expenses, or losses, including costs of litigation and reasonable attorneys’ fees, arising out of: (i) any breach by Artist of its obligations hereunder; (ii) the negligence or intentional misconduct of Artist or its agents; and (iii) any damage to property and injuries (including death) to any persons, caused by the Deliverables, Artist or its agents.

ARTICLE V – GENERAL PROVISIONS

5.1    Termination. This Agreement will begin on the Effective Date first set forth above and continue for the period specified in Schedule A. This Agreement may be terminated for convenience by Company on ten (10) days’ written notice. In the event of any termination, Company shall be entitled to the ownership, possession, and use of any and all Deliverables, including any works in progress at the time of termination. The provisions of Articles III, IV and V shall survive the termination of this Agreement.

5.2    Assignment. Artist may not assign this Agreement or subcontract any of its obligations hereunder without Company’s prior written consent.

5.3    Entire Agreement. This Agreement embodies the entire understanding of the parties hereto regarding the subject matter hereof and supersedes any previous agreements or understandings, written or oral, in effect between the parties relating thereto. If any part, term, or provision of this Agreement shall be held illegal, unenforceable, the validity of the remaining portion or portions shall not be affected thereby.

5.4    Changes in Writing. This Agreement, including any Schedule(s), may be amended or modified only by a written instrument signed by duly authorized representatives of the respective parties.

5.5    Waiver of Breach. The waiver of a breach of this Agreement or the failure of a party to exercise any right under this Agreement shall in no event constitute a waiver as to any breach, whether similar or dissimilar in nature, or prevent the exercise of any right under this Agreement or applicable law.

5.6    Use of Company Name. Artist shall not make any oral or written statement or perform any act indicating that Company endorses or approves or has endorsed or approved Artist or its work products without Company’s prior written approval. Artist shall not associate or in any way connect any name or trademark of Company with Artist’s work products hereunder without Company’s prior written approval.

5.7    No Other Relationship/Obligations. Neither party shall have any right, power, or authority to assume, create, or incur any expense, liability, or obligation, expressed or implied, on behalf of the other party, except as expressly provided herein. This Agreement is not intended to be nor shall it be construed as a joint venture, association, partnership, or other form of business organization or agency relationship.

5.8    Choice of Law. This Agreement shall be governed and interpreted in accordance with the lawS of THE COMMONWEALTH OF PENNSYLVANIA, without regard to principles of conflict of laws. The parties hereby submit to the personal jurisdiction of, and agree venue is proper in, the state AND FEDERAL courts locATED IN pennsylvania, as appropriate. Any suit arising out of or related to this Agreement shall be brought exclusively in such courts, and the parties hereto irrevocably consent and submit to the exclusive jurisdiction of such courts and waive any objection based on venue or forum non conveniens. The parties acknowledge and agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or to the performance of the parties hereunder.

 

SCHEDULE A

  1. Services:

Artist will deliver the Deliverables to Company no later than the applicable due date set forth below and in accordance in all respects with the Specifications, this Agreement and all applicable laws, rules and regulations.

  1. Deliverables, Due Dates and Requirements:

Deliverables – Get out and vote signs
Due Date – October 5, 2015
See Specifications listed below in Attachment 1 – Sign Specifications

 

III.   Fees:

Company will pay Artist $250 upon acceptance of the Deliverables pursuant to this Agreement.

Attachment 1 – Sign Specifications

 

  1. The Deliverables must be full size and in final form.

 

  1. The Deliverables must fit into an area that measures 24” x 36” in portrait format and be able to be attached to Company’s standard display board.

 

  1. The Deliverables must be water and weather proof.

 

  1. The Deliverables must not contain any red or blue coloring, unless red, white and blue coloring is used together in roughly equivalent proportions.

 

  1. The Deliverables must not contain any political animals.

 

  1. The Deliverables must be politically neutral, as determined by Company in its sole discretion.

 

  1. The Deliverables must contain the words “Vote Here” on one side and “Votar Aquí” on the other side.

 

  1. Each letter used on the Deliverables must be at least 6 inches high so that it can be seen from 300 feet away.

 

  1. An empty space measuring 6in x 6in must be left at the bottom in the middle of the Deliverables.

 

  1. The Deliverables must not contain any libelous, injurious, infringing, unlawful, inaccurate, false, misleading or other inappropriate material, as determined by Company in its sole discretion.