ARTYCULAR

These terms and conditions (“Agreement”) set forth the general terms and conditions of your use of the Artycular.com website (“Website”), “ArtyWorks EE LLC Management Application” mobile application (“Mobile Application”) and any of the related products and services (collectively, “Services”) set forth by the User of Artycular:("Artycular"). This Agreement is legally binding between you (“User”, “you” or “your”) and ArtyWorks Entertainment Enterprise LLC (“ArtyWorks Entertainment Enterprise LLC”, “we”, “us” or “our”). If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not access and use the Services. By accessing and using the Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. You acknowledge that this Agreement is a contract between you and ArtyWorks Entertainment Enterprise LLC, even though it is electronic and is not physically signed by you, and it governs your use of the Services.

Age requirement

You must be at least 13 years of age to use the Services. By using the Services and by agreeing to this Agreement you warrant and represent that you are at least 13 years of age.

Interpretation Clause: Inclusion of Artycular in References to ArtyWorks Entertainment Enterprise LLC

For the purposes of these Terms of Service, the term "ArtyWorks Entertainment Enterprise LLC" shall be deemed to encompass both the legal entity ArtyWorks Entertainment Enterprise LLC and Artycular, the individual or entity providing services under the ArtyWorks brand. Wherever "ArtyWorks Entertainment Enterprise LLC" is mentioned, it shall equally apply to Artycular in all respects, and vice versa. Any references to actions, rights, or obligations attributed to ArtyWorks Entertainment Enterprise LLC shall be construed to include Artycular, and any actions, rights, or obligations of Artycular shall be deemed to apply to ArtyWorks Entertainment Enterprise LLC, as appropriate. This clause is intended to ensure clarity and coherence in the application of these Terms to both the entity and individual associated with the ArtyWorks brand.

Interpretation Clause: Inclusive Definition of "Services" to Encompass Commissions and Engagements

For the purpose of construing and interpreting these Terms of Service, the term "Services," as provided by ArtyWorks Entertainment Enterprise LLC, shall be expansively construed to encompass all commissions, projects, and engagements undertaken by Artycular, whether initiated, facilitated, or facilitated by Artycular, its agents, employees, or affiliates. The term "Services" shall encompass, but shall not be limited to, any artistic, creative, consultative, or other professional activities or endeavors conducted by Artycular on behalf of clients, customers, or third parties, including the provision of artistic creations, consultations, advisory services, project management, and the delivery of associated materials, deliverables, or outcomes. This inclusive interpretation is intended to effectuate a broad and comprehensive alignment between the provisions delineated herein and the multifaceted activities undertaken by Artycular within the ambit of its engagements. Furthermore, it is expressly clarified that any reference to "Services" within these Terms of Service shall be deemed to include the activities and deliverables furnished by Artycular pursuant to commissioned work, projects, or contractual agreements entered into by Artycular and its clients or counterparties. This expansive construction is intended to ensure the uniform application and interpretation of these Terms with respect to the diverse array of professional services and creative endeavors rendered by Artycular in the course of its engagements. Accordingly, in the event of any ambiguity, dispute, or question regarding the scope, applicability, or interpretation of these Terms as they pertain to the activities and services provided by Artycular, the aforementioned expansive interpretation of the term "Services" shall govern and prevail, and the provisions contained herein shall be construed in a manner consistent with such interpretation.

Commissioned Asset Retention and Utilization Rights Clause: Rights and Obligations Regarding Commissioned Assets

Artycular, herein referred to as the "Recipient," acknowledges that in the execution of commissioned work, assets, resources, or materials may be provided by clients or third parties (hereinafter referred to as the "Provider") for the specific purpose of fulfilling said commission. The Provider expressly acknowledges and agrees that any such assets, resources, or materials transferred to Artycular shall remain the property of ArtyWorks Entertainment Enterprise LLC (hereinafter referred to as "ArtyWorks"), and the Recipient shall retain full ownership and rights therein, subject to the terms and conditions set forth herein. The Recipient reserves the right to integrate commissioned assets into its portfolio, promotional materials, or other professional showcases, subject to any confidentiality or nondisclosure agreements established with the Provider. Furthermore, the Recipient may exercise its discretion to reuse, modify, or incorporate commissioned assets into future projects, endeavors, or creative pursuits, in accordance with the parameters delineated within the initial commission agreement and any subsequent agreements or understandings reached between the Recipient and the Provider. It is expressly understood and agreed that this clause shall govern the rights and obligations of the parties with respect to the retention, utilization, and repurposing of commissioned assets, and any ambiguity or dispute arising therefrom shall be resolved in accordance with the terms set forth herein. By consenting to the terms of this clause, the Provider acknowledges that Artycular's retention and utilization of commissioned assets is essential to the efficient execution and creative development of commissioned work, and agrees to indemnify and hold ArtyWorks harmless from any claims, liabilities, damages, or expenses arising from or related to the Recipient's exercise of its rights under this clause.

Asset Management and Client Responsibility Clause: Obligations and Rights Regarding Commissioned Assets

ArtyWorks Entertainment Enterprise LLC ("ArtyWorks") acknowledges that within the context of commissioned work, assets, materials, or resources may be provided by the client or third parties ("Client") for the explicit purpose of facilitating said commission. ArtyWorks explicitly disclaims responsibility for the backup or preservation of commissioned assets. The Client bears the exclusive responsibility for ensuring the maintenance of suitable backups for the original commissioned assets. ArtyWorks assumes no liability for any loss or damage incurred by commissioned assets due to the Client's failure to maintain adequate backups. In the event of the loss or damage of the original commissioned assets, ArtyWorks reserves the prerogative to take requisite action, including, but not limited to, charging the Client for the recreation of the assets or terminating the commission agreement entirely. The parameters governing such actions shall be solely determined by ArtyWorks. This clause serves to delineate the distinct responsibilities of ArtyWorks and the Client concerning the management and preservation of commissioned assets. ArtyWorks shall not be held accountable for any loss or damage sustained by commissioned assets as a result of the Client's dereliction in maintaining appropriate backups.

Non-Commissioned Project Prohibition Clause: Restriction on Unauthorized Use of Company Assets

Any unauthorized use of company or Artycular assets for projects not expressly commissioned by ArtyWorks or Artycular is strictly prohibited. This prohibition extends to both internal and external parties and encompasses all forms of reproduction, modification, distribution, or exploitation of said assets without prior written consent from ArtyWorks or Artycular. Violation of this prohibition shall constitute a breach of these Terms of Service and may result in legal action being pursued by ArtyWorks or Artycular to enforce their rights and protect their assets.

Intellectual property rights

ArtyWorks Entertainment Enterprise LLC ("ArtyWorks") hereby asserts and retains all intellectual property rights, including but not limited to copyright, in all assets, materials, and creations produced by Artycular in the course of commissioned work or otherwise developed in connection with ArtyWorks' services. All assets, including but not limited to artistic creations, designs, graphics, written content, and any other original works produced by Artycular, are considered proprietary to ArtyWorks and are protected under applicable copyright laws. This includes both commissioned and non-commissioned works created by Artycular while engaged with ArtyWorks. ArtyWorks grants the client a non-exclusive, limited license to use the commissioned assets solely for the purposes outlined in the commission agreement. This license is contingent upon the client's compliance with the terms of the agreement and does not confer any rights of ownership or control over the assets. Any unauthorized use, reproduction, distribution, or modification of ArtyWorks' assets without prior written consent is strictly prohibited and may result in legal action being pursued by ArtyWorks to enforce its intellectual property rights. This clause is intended to protect the integrity and value of ArtyWorks' intellectual property by affirming its copyright ownership over all assets produced by Artycular in the course of its engagements.

Flexible Payment Terms for Commissioned Services

By entering into a commission agreement with me, the service provider (Also referred to as: "ArtyWorks Entertainment Enterprise LLC", the company, or "Artycular" the Holder and Main Worker behind the commission at hand known as Username ("Artycular")), you acknowledge that all payments made are generally refundable, except in cases where the provider, at their sole discretion, determines that the project is no longer feasible or encounters unexpected real-life circumstances that prevent its completion. In such instances, any payments made shall be deemed non-refundable. Furthermore, should you, the client, decide to terminate the commission at hand, any payments or assets provided to the service provider become non-refundable and shall be retained by the provider. These terms are put in place to ensure a fair and transparent working relationship between both parties.

Indemnification

You agree to indemnify and hold ArtyWorks Entertainment Enterprise LLC and its affiliates, directors, officers, employees, agents, suppliers and licensors harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of the Services or any willful misconduct on your part.

Changes and amendments

We reserve the right to modify this Agreement or its terms related to the Services at any time at our discretion. When we do, we will revise the updated date at the bottom of this page. We may also provide notice to you in other ways at our discretion, such as through the contact information you have provided.

An updated version of this Agreement will be effective immediately upon the posting of the revised Agreement unless otherwise specified. Your continued use of the Services after the effective date of the revised Agreement (or such other act specified at that time) will constitute your consent to those changes.

Acceptance of these terms

By engaging in any form of business, collaboration, or commission with Artycular, the client, hereinafter referred to as the "Client," acknowledges and agrees to adhere to the terms set forth in Artycular's Terms of Service. As a demonstration of understanding and acceptance of these terms, the Client must affirmatively acknowledge having read and agreed to the Terms of Service by sending a direct message (DM) via Discord to the user account associated with Artycular. The message must explicitly state the following: "I, [Client's Name], acknowledge that I have read and fully understand Artycular's Terms of Service. I agree to abide by all provisions outlined therein." Upon receiving this acknowledgment, Artycular reserves the right to proceed with the engagement, commission, or project as outlined between the parties. Failure to provide this acknowledgment may result in the cessation or postponement of the collaboration.

This document was last updated on March 6, 2024