Labyrinth Art
Artist Partner Agreement
This Artist Partner Agreement ("Agreement") is entered into between Labyrinth Art ("Labyrinth") and the artist identified in the signature block below ("Artist"). By signing below, both parties agree to the following terms.
1. The Arrangement
Artist sells Labyrinth-branded digital art frames through Artist's own online store. When a customer places an order, Labyrinth manufactures and ships the frame directly to the customer. Labyrinth operates as a silent fulfillment partner — all customer-facing branding and communications remain under the Artist's name, with only a discreet "Built and shipped by Labyrinth Art" notation included with the shipment.
2. Artist's Intellectual Property
Artist retains full ownership of all artwork, animations, and creative work at all times. Artist grants Labyrinth a limited, non-exclusive, revocable license to reproduce and display Artist's work solely for the purpose of manufacturing and fulfilling orders placed through Artist's store. This license does not permit Labyrinth to use Artist's work in any other marketing, sales, or commercial context without prior written consent from Artist.
3. Fulfillment Fee & Payment
Fulfillment fee: $180.25 per frame, invoiced upon shipment of each order.
Payment terms: Payment is due within 7 days of the invoice date. Invoices will be sent to the email address provided by Artist at sign-up. Labyrinth reserves the right to pause fulfillment of new orders if an outstanding invoice remains unpaid beyond 14 days.
First order: For Artist's first fulfilled order, payment may be made from the proceeds of that sale rather than in advance, provided Artist notifies Labyrinth before the order is placed.
4. No Exclusivity
This Agreement is non-exclusive. Artist is free to sell artwork, prints, and other products through any other platform, fulfillment partner, or channel. Labyrinth may partner with other artists without restriction.
5. Damage & Quality
Labyrinth is responsible for damage caused during manufacturing or shipping. If a frame arrives damaged, Labyrinth will replace it at no additional cost to Artist or the customer, provided Artist reports the issue within 7 days of the customer's delivery date with supporting photos. Labyrinth is not responsible for damage resulting from customer mishandling after delivery.
6. Termination
Either party may end this Agreement at any time with 14 days' written notice sent by email. Upon termination: (a) Artist will remove Labyrinth frame listings from their store; (b) Labyrinth will fulfill any orders placed before the termination date; (c) all outstanding invoices remain due and payable. The intellectual property license granted in Section 2 terminates automatically upon the completion of all pending fulfillments.
7. Representations
Artist represents that they hold all necessary rights to the artwork submitted for use in frames, and that such use does not infringe any third-party intellectual property rights. Labyrinth represents that it will handle Artist's artwork with reasonable care and use it only as permitted under this Agreement.
8. Limitation of Liability
Neither party is liable to the other for indirect, incidental, or consequential damages. Labyrinth's total liability under this Agreement is limited to the fulfillment fees paid by Artist in the 90 days preceding the claim.
9. Governing Law & Amendments
This Agreement is governed by the laws of the District of Columbia, without regard to its conflict-of-law provisions. Amendments require written consent from both parties. This Agreement constitutes the entire understanding between the parties regarding fulfillment services.
10. Confidentiality
Each party agrees to keep confidential any non-public information received from the other party in connection with this Agreement. Confidential information includes, but is not limited to: fulfillment pricing and fee structures, webhook integration details and technical infrastructure, order volumes and sales data, operational processes, and the specific terms of this Agreement.
Neither party will disclose the other's confidential information to any third party without prior written consent, except as required by law or to employees, contractors, or advisors who have a legitimate need to know and are bound by comparable confidentiality obligations. This obligation survives termination of this Agreement for a period of two (2) years.
Confidentiality does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; or (c) is independently developed without use of the confidential information.
11. Dispute Resolution
Good faith negotiation: Before initiating any formal legal proceeding, the party raising a dispute must provide written notice describing the issue in reasonable detail. Both parties agree to make a genuine good faith effort to resolve the matter through direct discussion within 30 days of that notice (the "Negotiation Period").
Mediation: If the dispute is not resolved during the Negotiation Period, either party may request non-binding mediation before a mutually agreed-upon mediator in the District of Columbia. The cost of mediation will be split equally between the parties. Mediation is a prerequisite to litigation except where a party seeks emergency injunctive relief to protect intellectual property or confidential information.
Litigation: If mediation does not resolve the dispute, either party may pursue available legal remedies. The parties consent to the exclusive jurisdiction of the courts of the District of Columbia for any such proceedings.
Questions? Contact us at partners@labyrinthart.io