TERMS OF USE AND PARTNERSHIP OF OLUWA JEALOUS FOR ARTISTS

  


OLUWA JEALOUS provides customized services in order to promote unknown or socially, financially, physically, etc. vulnerable artists through the sale of artwork and clothing on its online platform.

Thus, OLUWA JEALOUS publishes these TERMS OF USE FOR ARTISTS in order to regulate the partnership between “OLUWA JEALOUS” and artists interested in having their works exhibited and announced on the “OLUWA JEALOUS” platform, including all features and functionality, recommendations and ratings, the website and user interfaces, as well as all content and software related to the service. 

Please check out the Terms below, and we hope you enjoy our platform and disseminate more culture around the world! 

WHEREAS:

(i) OLUWA JEALOUS is a brand created to provide services in connection with the promotion of vulnerable artists, mediating the sale of artwork through an online platform; 

(ii) ARTIST, whose details shall be informed on the artist registration form to be provided after you have agreed with these Terms, is interested in promoting his or her name on the market and exhibit and sell his or her works; however, he or she does not have sufficient expertiseor technology to reach the target audience;

(iii) ARTIST wishes to use the platform, expertise and technology of OLUWA JEALOUS to commercially explore his or her works;

(iv) OLUWA JEALOUS is interested in finding new artists to disseminate art in the world, making it accessible to all;

OLUWA JEALOUS and ARTIST hereby agree to enter into these TERMS OF USE AND PARTNERSHIP OF OLUWA JEALOUS FOR ARTISTS (hereinafter, “TERMS OF USE FOR ARTISTS” or “PARTNERSHIP”), which shall be governed by the clauses set out below:

1. SUBJECT MATTER

1.1 The subject matter of these TERMS OF USE FOR ARTISTS is the commercial partnership between the parties for the promotion and commercial exploration of ARTIST’s works of art on an online ecommerce platform of OLUWA JEALOUS.

1.2 These TERMS OF USE FOR ARTISTS and the partnership agreement arising herefrom create rights and obligations for OLUWA JEALOUS and ARTIST, and it is entered into on a non-exclusive basis. OLUWA JEALOUS is free to execute identical/similar agreements with other artists and ARTIST is free to promote and sell OTHER of his or her works on other media, except works produced by ARTIST for sale through OLUWA JEALOUS, which shall be sold on this platform only.

2. OBLIGATIONS OF THE PARTIES

2.1 The parties hereby represent that they will and undertake to:

(i) always act in accordance with the law, without violating the rights, in any way, of third parties, the other Party and/or this Partnership.

(ii) always act by mutual agreement and in the best interest of this Partnership in the Terms hereof and ensure that all obligations, terms and conditions set forth in these TERMS OF USE FOR ARTISTS are complied with and fulfilled;

(ii) pay all fees, taxes and duties and other tax and/or tax-related obligations of any government authority, including interest, penalties, additions and additional amounts charged to them of any kind whatsoever, for any purpose;

2.2 Failure to comply with the provisions of these TERMS OF USE FOR ARTISTS for any reason, as well as failure to comply with any liability or obligation, shall cause the defaulting Party to pay damages to the innocent Party, including loss of profit, consequential damages, and pain and suffering. 

3. MANAGEMENT

3.1 It is hereby agreed that OLUWA JEALOUS shall manage this PARTNERSHIP and conduct its activities, businesses and operations.

4. CONTRIBUTION OF EACH PARTY TO THE PARTNERSHIP

4.1 The Parties shall contribute to the PARTNERSHIP according to the expertise of each of them, as follows:

(a) OLUWA JEALOUS shall be responsible for:

(i) providing an online platform to the exhibition and electronic commerce of the works of art by ARTIST (“website”);

(ii) arranging for the manufacture of printed products with such works, such as clothing, printed and framed canvas, etc. (“PRODUCTS”), provided that the pattern of clothes or the canvas does not require direct action by ARTIST;

(iii) arranging for the delivery of the works purchased through its platform. In the cases where the work is at the ARTIST’s domicile, OLUWA JEALOUS shall pay the postal expenses so that ARTIST will send the work to the customer; 

(iv) promoting social events such as vernissages, exhibitions, shows, fashion shows, etc., to promote ARTIST’s name and image and exhibit and sell his or her works, as defined in letter “b” below; 

(b) ARTIST shall be responsible for: 

(i) contributing by creating and making available his or her original and authentic works (“WORKS”) to be managed by OLUWA JEALOUS under letter “a” above; 

(ii) starting this partnership with at least three (3) WORKS; 

(iii) contributing with at least one (1) work every six (6) months;

(iv) printing the WORKS on clothing or canvas by hand, when such service requires the direct intervention of ARTIST and as ordered by the consumer on the website, within the deadline set by OLUWA JEALOUS; and 

(v) sending the original WORKS (hand-printed clothes or canvas) to customers by the deadline set by OLUWA JEALOUS on its email message requesting intervention, previously informing OLUWA JEALOUS of the postal expenses for such operation.

5. PRICE OF WORKS

5.1 The prices of the WORKS produced by ARTIST for this PARTNERSHIP will be based on their sizes, according to the table below:

   


Height            Width          Price 


                 Mini          20                    30                                                          


      Small          30                    45                                                  

 

                Medium          45                    66                                                                 


Large           66                     101                                           


Extra Large          101                    121                                                     


Extra Extra Large           121                    152                                                               

 



5.2 In the case of GARMENT printing, the prices of the pieces shall be set in the same way as for graphic WORKS, that is, according to the size of the print on the garments, according to the table below: 

  

Size                                      Price

 

Small                                                  


Medium                                                  


Large                                                  

 

Full piece                                                 


5.3 The prices of the WORKS and CLOTHING may be changed at any time by OLUWA JEALOUS and will be informed to ARTISTS by an amendment to these TERMS OF USE FOR ARTISTS or other form of communication.

6. APPORTIONMENT AND TRANSFER OF INCOME 

6.1 The income calculated at the end of each month arising from the sale of the PRODUCTS, after deduction of the operation costs and Taxes, shall be apportioned between the PARTIES, without any other deduction and/or withholding, in the following proportions:

(a) PHYSICAL WORKS, so considered the original works, shall be divided in the percentage of forty percent (40%) to ARTIST and sixty percent (60%) to OLUWA JEALOUS;

(b) WORKS PAINTED ON CLOTHING BY ARTIST shall be divided in the percentage of forty percent (40%) to ARTIST and sixty percent (60%) to OLUWA JEALOUS;

(c) WORKS PRINTED ON CLOTHING shall be divided in the percentage of twenty percent (20%) to ARTIST and eighty percent (80%) to OLUWA JEALOUS.

6.2 OLUWA JEALOUS shall receive, on its own behalf or on behalf of the entity in charge of the operation, all income arising from the achievement of the purpose of this PARTNERSHIP, including interest and/or fines for defaults or late payments due by consumers, as well as any and all amounts set forth in these TERMS OF USE FOR ARTISTS by issuing invoices and/or bills of sale, granting the respective settlements and accounting for such amounts in its proper controls.

6.3 OLUWA JEALOUS shall:

(a) apportion the income between the PARTIES in proportion to their respective shares under these TERMS OF USE FOR ARTISTS; and

(b) always on the tenth (10th) day of each month following the calculation of the PRODUCTS sold, transfer to ARTIST his or her share preferably to a PayPal account or a bank account specified on the artist’s registration form following the acceptance of these Terms. Monthly payments shall be accompanied by an Accounting Report under item 7 below.

7. REPORTING

7.1 OLUWA JEALOUS shall send to ARTIST, by the fifth (5th) day of each month, accounting reports for the previous month containing with the shares apportioned to the PARTIES, and these reports will include the following items (“Accounting Reports”):

a) identification of the PRODUCTS sold;

b) identification of the amounts received and receivable (in case the PRODUCT price is paid in installments by consumer);

c) date of the respective payments;

d) total amount received, due and/or withheld on the month;

e) amount to be apportioned between the PARTIES.

7.2 Along with the Accounting Report, OLUWA JEALOUS shall send to ARTIST the current sale price table and the respective invoices and/or bills of sale.

7.3 Failure by ARTIST to oppose the Accounting Report submitted as mentioned above by the fifteenth (15) day of the month following its submission shall operate as acceptance of the amounts calculated. 

7.4 Any errors, omissions or inaccuracies identified shall be corrected in a timely manner by OLUWA JEALOUS.

8. INTELLECTUAL PROPERTY

8.1 The PARTNERSHIP shall use and display the “OLUWA JEALOUS” brand, owned by/licensed to the Legal Entity responsible for the brand, free of charge and therefore without any cost, expense or increase in the share thereof in this PARTNERSHIP. OLUWA JEALOUS will determine the manner and form in which it shall be displayed, and ARTIST shall not use it without the prior written consent of OLUWA JEALOUS. 

8.2 The PARTIES agree that a Party shall have no right, title or interest in or on any brand, or part of a brand, owned by the other Party, and that in no event shall this PARTNERSHIP grant to either Party any right to declare that it owns or has any right and/or interest in any brand owned by the other Party. The registration, maintenance and protection of any brand owned by a Party, including that used by the Partnership, as well as any responsibilities or obligations, such as costs, expenses and Taxes which are inherent in it, arising from it or otherwise related to it, shall be the sole responsibility of the Party that owns it. 

8.3 Except as provided above and regarding the provisions of items 8.4 et seq., no other right or copyright, industrial and/or intellectual property, such as patents, trademarks, logos, models, molds, design, drawings, manufacturing and/or trade secrets, know-how, and/or any other form of explicit or tacit knowledge, documents, sketches, videotapes, reproductions, written requirements and any other form of communication or documentation, whether or not written (through audiovisual media, electronic media or any other form), among others, of any kind or nature, which are inherent therein, arising therefrom or otherwise related thereto (“Intellectual Property or Right”) held by either Party on the date of acceptance of these TERMS OF USE FOR ARTISTS, shall be transferred, licensed or give the right or an expected right to use to the other Party by entering into this Agreement.

8.4 Assignment of Copyright. By virtue of these TERMS OF USE FOR ARTISTS and for the purpose of fulfilling the purpose hereof, ARTIST hereby permanently assigns to OLUWA JEALOUS, or to a legal entity related to it in the operation of the Partnership, the copyright on the WORKS under this Partnership for an unlimited period of time. The assignment of copyright applies worldwide.

8.4.1 The assignment of copyright under item 8.4 above is executed on an exclusive basis, and ARTIST shall not execute any agreements with third parties for licensing, assigning or otherwise transferring or transmitting rights in connection with the WORKS, or for selling them directly or through an individual or company. 

8.4.2 ARTIST may promote the WORKS on his or her social media, such as Instagram, LinkedIn, Facebook or other tool now or hereafter existing, it being understood that he or she shall always mention that the WORKS are sold by OLUWA JEALOUS only, and include in the same post the Internet linkleading to the website of OLUWA JEALOUS (https://oluwajealous.com/).

8.4.3 ARTIST acknowledges that the amount corresponding to the percentage to which he or she is entitled as a result of this Partnership includes the amount to which he or she is entitled for the assignment of copyright hereunder, and he or she shall have no claim at any time in that regard.

8.4.4 OLUWA JEALOUS undertakes to mention at all times on all social media, in the sale of the PRODUCTS, in its portfolios, exhibitions, etc, that ARTIST is the author of the WORKS.

8.4.5 ARTIST hereby represents that he or she is the only author of the WORKS intended for this PARTNERSHIP, and that he or she has not copied, plagiarized or otherwise violated the copyrights of third parties. ARTIST shall be liable to third parties exclusively for any claims involving copyright and/or damages with respect to the WORKS, as well as to OLUWA JEALOUS if OLUWA JEALOUS, its partners or a company related to it is convicted for misuse/improper exploitation of the WORKS.

8.5 License to Use Name and Image: ARTIST allows his or her name and image to be used by OLUWA JEALOUS or a legal entity related to it in the operation of the Partnership on all social media, vernissages, exhibitions, shows and social events in general, as well as marketing campaigns to promote his or her name, exhibition of the WORKS and sale of the PRODUCTS, while the Partnership between the Parties is in force and, after its termination, for the purpose of composing OLUWA JEALOUS’s portfolio of artists and WORKS.

9. SECURITY AND PROTECTION OF INFORMATION

9.1 Any information, in any format, whether in writing or not (through audiovisual media, electronic media or otherwise), provided or made available directly or indirectly to ARTIST by this Partnership and/or OLUWA JEALOUS or other parties related to them, or otherwise obtained by ARTIST, which is not known to the public (“OLUWA JEALOUS Information”) is and shall remain the property of this Partnership and/or OLUWA JEALOUS or a legal entity related thereto in the operation of the Partnership, its partners and other related parties.

9.2 ARTIST shall notify OLUWA JEALOUS immediately if he or she received any complaint from a third party in connection with the WORKS, and wait for OLUWA JEALOUS’s instructions as to the action that shall be taken in each case. 

10. CONFIDENTIALITY

10.1 All information provided and/or obtained by either Party by virtue of this Partnership, including, but not limited to, all reports and/or data and/or OLUWA JEALOUS Information, shall constitute confidential information (“Confidential Information”) and shall not be made available by the PARTIES to any third parties without the prior written consent of the other Party.

10.2 Confidential Information shall be used by the PARTIES solely for the purposes of this Partnership during the term hereof and shall be returned to the Party to whom it belongs upon expiration or termination of the Partnership or destroyed, if so requested by the Party. The PARTIES shall keep all Confidential Information strictly secret and confidential throughout the term of this Partnership and for a period of twenty (20) years from its expiration or termination for any reason.

10.3 The PARTIES shall protect Confidential Information against any disclosure to third parties by preventing unauthorized copying, use, disclosure or access by using the same degree of care as it would be used to protect their own confidential or privileged information. All systems, databases and/or copies, on any medium, shall be automatically subject to the same conditions of secrecy and confidentiality as the original Confidential Information.

10.4 This duty of absolute confidentiality and secrecy shall not apply to any information (i) whose disclosure or publication is required by law and/or (ii) which is available to the general public prior to the date of acceptance of these TERMS OF USE FOR ARTISTS (and which was not obtained through unauthorized disclosure).

10.5 Once a Party has been compelled to disclose any Confidential Information by virtue of a legal or court order, prior to disclosing it, it shall inform the other Party in writing of the event and the information to be disclosed. In any event, the Party subject to disclosure is in no event authorized to disclose such Confidential Information to any third party by any means without the prior, unambiguous and unequivocal consent of the other Party.

10.6 In the event of a violation of confidentiality duties, the infringing Party shall be liable to the innocent Party for any expenses, costs, damages, losses and pain and suffering, including loss of profit, consequential damages and others under these TERMS OF USE FOR ARTISTS.

11. TERM

11.1 Except for the term of the assignment of copyright under item 8.4, this Partnership shall be in force from the date of acceptance of these TERMS OF USE FOR ARTISTS for an indefinite period of time, as long as the Parties are interested in maintaining the Partnership hereunder. 

11.1.1 Should either Party be no longer interested in continuing with the Partnership, it shall notify the other Party by email (OLUWA JEALOUS’s and ARTIST’s email addresses will be stated on the artist registration form following acceptance of these Terms), at least sixty (60) days in advance of the date of effective termination of the Partnership, without charge to any of the Parties.

12. GENERAL PROVISIONS

12.1 Notice. Any communications, notice and requests regarding this Partnership shall be in writing only, and will only be considered valid when delivered by email at the address specified in the artist registration form following acceptance of these Terms.

12.2 Relationship between the Parties. Nothing in this Term creates or shall create any relationship or bond as agent/client, partner or employee/employers between the PARTIES.

12.3 Nothing in this Term, except for the obligation to sell the WORKS and/or PRODUCTS to consumers (the subject matter of this Partnership), entitles or shall entitle either PARTY to act, make representations or commitments on behalf of the other Party, neither shall it create any contractual obligation and/or responsibility for any third party on behalf of the other Party.

12.4 Releases, Consents and Approvals. Any release or waiver, whether in whole or in part, of any rights or obligations hereunder shall only be valid if made in writing or its duly authorized representatives, and it will apply only to the particular situation addressed, not extending to other situations and not operating as waiver or release of any other rights, obligations or responsibilities.

12.5 Amendment. Any amendment to these Terms shall only be valid if made by OLUWA JEALOUS by updating these Terms.

12.6 Severability. If any provision of these Terms is prohibited by law or declared null, void, invalid or unenforceable by a court of competent jurisdiction, such provision will be deleted and the other provisions of these Terms shall remain in full force and effect to the fullest extent permitted by law. In this case, OLUWA JEALOUS shall replace the provision that has been found to be invalid or unenforceable with a valid and enforceable provision that meets the economic, financial, legal and commercial objectives of the provisions that has been considered invalid or unenforceable.

12.7 This Term is bounding upon the PARTIES and their successors and/or assignees for any purpose.

12.8 ARTIST may not assign or offer as guarantee, in any way, any credits arising from this Partnership unless OLUWA JEALOUS has given its prior written consent. OLUWA JEALOUS, in turn, may assign/transfer the rights and obligations of this Agreement to a legal entity that shall be formally appointed for the fulfillment of its purpose.

12.9 If the PARTIES fail to settle any dispute amicably and out of court, the courts of the City of São Paulo, State of Sao Paulo, Brazil shall have competent jurisdiction to settle any disputes between them, to the exclusion of any other, however privileged it may be.

12.10 This Agreement shall be governed and construed by the laws of the Federative Republic of Brazil.