Sample Art Purchase Agreement


    This ART PURCHASE AGREEMENT (“Agreement”) is entered into effective as of [Date] by and between Orangenius Inc. D.B.A. Artrepreneur (“Company”), with a place of business located at 511 Avenue of the Americas, Unit 924, New York, NY 10011 and [Artist Name] (“Artist”), with its principal place of business located at [Address]. The parties hereby agree as follows:


    1. PURCHASE OF ARTWORK. Company agrees to purchase from Artist, and Artist agrees to sell to Company, the Original Artwork(s) as set forth in Exhibit A and/or Digital Artwork(s) as set forth in Exhibit B (“Artworks”) attached to this Agreement.
    2. PRICE AND PAYMENT. Company agrees to purchase the Artwork(s) for the total purchase price of [Total Amount Written Out] ($[0.00]) ("Fee") as detailed in the applicable Exhibit(s) to this Agreement. Payment shall be made within forty-five (45) days after Company receives full payment for the commercial project in which the Artwork will be installed.
    3. MEMBERSHIP. Artist agrees to create and maintain an Artrepreneur membership account with professional information. The amount of detail provided is at Artist's discretion; however, insufficient information may limit Artrepreneur's ability to effectively promote the Artist's work. AI writing tools are available on the platform to assist with profile development.
    4. UPLOAD REQUIREMENTS. Artist must upload all purchased Artwork to their Artrepreneur profile as follows:
      1. Original Artwork: Must be uploaded within thirty (30) days of signing this Agreement. Failure to upload will make the Artwork ineligible for commercial presentation and promotional opportunities.
      2. Digital Works: Must be uploaded by the date specified in Exhibit B and comply with the Artwork Requirements for the Commercial Ready Program (available in the Help Center). Payment will not be made until upload requirements are met.
    5. DELIVERY.
      1. ORIGINAL WORKS. The Artist shall deliver the [framed / unframed] Artwork to [address] no later than [date].
        1. Shipping. Shipping of the Artwork shall be at Company's expense. Company shall reimburse Artist for pre-approved shipping costs upon Artist providing tracking information.
      2. Digital Files. All digital files for artworks purchased under this Agreement must be uploaded to the Artist's Artrepreneur profile prior to signing and must comply with the  Artwork Requirements for the Commercial Ready Program (available in the Help Center) to be eligible for payment.
    6. INTELLECTUAL PROPERTY RIGHTS FOR PURCHASED ARTWORK. Parties understand and agree that the sale of any artwork ("Artwork") to the Company includes an assignment of rights from the Artist under local, state, and federal law, including common and statutory law. The Artist represents and warrants that it has the right to grant the following rights to the Company and its agents, authorized contractors, successors in interest and assigns. As such, the Company has a limited license to do the following with respect to the Artwork:
      1. Rights. Make, display, distribute, and authorize the making, display, and distribution of photographs and other reproductions of the Artwork for promotional purposes directly related to the property where the Artwork is displayed, including advertising, educational and promotional materials, brochures, books, flyers, postcards, print, broadcast, film, electronic, and multimedia publicity for such property. The rights do not apply to materials made available for sale for a commercial purpose.
      2. Reproductions. The Company shall ensure that such reproductions are made professionally and tastefully, in their sole and reasonable judgment. The Company shall make reasonable efforts to ensure that such reproductions include a credit line for the Artist where practicable. The Company does not have a proactive duty to display Artist's name but may not seek to mislead others that the Artwork was created by anyone other than the Artist. Failure to include such credit line and notice in any reproductions shall not constitute a breach of this Agreement.
      3. Third-Party Infringement. The Artist represents and warrants that the Artwork is the sole work of the Artist and does not infringe the intellectual property rights of any third parties.
      4. Use of Artist Information. With respect to artwork purchased under this agreement, the Company shall have the right to use the Artist's name, likeness, and biographical information, in connection with the display or reproduction of the Artwork.
      5. Waiver of Artist's Rights. With respect to original or limited edition artwork purchased under this Agreement, and in consideration of the procedures and remedies specified in this Agreement, the Artist hereby waives any claims, arising at any time and under any circumstances, against the Company arising under the federal Visual Artists Rights Act (17 U.S.C. 106A and 113(d)), and any other local, state, federal or international laws that convey rights of the same nature as those conveyed under 17 U.S.C. 106A or any other type of moral right protecting the integrity of works of art. Specifically, the Artist hereby waives all such claims against the Company, and its agents, officers, and employees. The Artist represents and warrants that the Artist is authorized to sign this waiver.
      6. Title Transfer. Title in the physical Artwork shall transfer to the Company upon receipt of final payment for such Artwork.
    7. WARRANTIES. The Artist represents and warrants that: (a) Artist has the full right and power to enter and perform this Agreement in accordance with its terms; (b) the execution and performance of this Agreement will not violate any other agreement to which Artist is a party or any applicable law, statute, rule, or regulation; (c) Artist has secured and paid for all rights, permissions, licenses, consents, and approvals necessary to sell the Artwork; and (d) Company will receive good and valid title to the Artwork, free and clear of all encumbrances and liens.
    8. RISK OF LOSS AND INSURANCE. The risk of loss or damage to the Work and the provision of any insurance to cover such loss or damage prior to acceptance by the Company shall be the responsibility of the Artist.
    9. CONFIDENTIALITY. Artist shall treat as confidential all information disclosed by Company regarding the project, property, or transaction for which the Artwork is being purchased, including but not limited to property location, owner identity, project timeline, and other artists involved. Artist shall not disclose such information to any third party without Company's prior written consent. This obligation shall not apply to information that becomes publicly available through no fault of Artist. Artist acknowledges that premature disclosure of project information could cause substantial harm to Company and its clients.
    10. NON-DISPARAGEMENT. The Artist will not disparage, defame, or otherwise cause ill will or embarrassment to Company or any subsequent owner or their respective subsidiaries, affiliated entities, officers, directors, employees, attorneys, trustees, agents, family members, administrators, executors, estates, assigns and other representatives.
    11. GOVERNING LAW. This Agreement shall be governed by the laws of the State of New York, without reference to its choice of law principles. The parties agree to submit to the exclusive jurisdiction of the courts of the State of New York, in New York County, in the event of any litigation arising out of the activities specified in this Agreement.
    12. MISCELLANEOUS.
      1. No Waiver. The failure of either party to take action as a result of a breach of this Agreement by the other party shall constitute neither a waiver of the breach involved nor a waiver of either party's right to enforce any provision of this Agreement through any remedy granted by law or this Agreement.
      2. Severability. If any term of this Agreement is found to be invalid by a court of competent jurisdiction, that finding shall not invalidate any other terms of this Agreement, and those terms shall remain in full force and effect.
      3. Counterparts. This Agreement may be executed in counterparts, including PDF or similar, all of which taken together shall constitute one agreement.
      4. Entire Agreement. This Agreement is the entire Agreement between the parties relating to the subject matter hereof, and it supersedes all prior oral and written agreements, undertakings, negotiations, statements, and representations. It shall not be amended or modified except in writing, signed by each Party.
      5. Assignment. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.
    13. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY ACTIVITIES PERFORMED IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER A CLAIM MADE BY THAT PARTY IS BASED ON CONTRACT OR TORT.
    14. SURVIVAL. The following provisions shall survive the termination or expiration of this Agreement: Price and Payment (solely with respect to amounts due), Membership, Upload Requirements, Ownership and Intellectual Property, Warranties, Risk of Loss, Confidentiality, Non-Disparagement, Governing Law, Miscellaneous, and Limitation of Liability.



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