Artist Royality Program
ARTIST ROYALTY PROGRAM OVERVIEW
Showcase your original artwork with Loom Gardens and transform your creations into living art pieces that captivate collectors worldwide. Our innovative Art Garden program features your designs on premium canvases that become part of our revolutionary wall-mounted living art installations. Earn $15 per canvas sold with our Standard Option or $10 per canvas with our Limited Option, which allows you to sell your artwork elsewhere (just not for competing living wall products). Plus, gain access to our gallery portal where you'll receive 70% commission on sales of your original works.
Beyond royalties, we invest in your success with prominent attribution on products and packaging, a featured artist profile on our website, professional photography of installations, and preferential pricing on Art Gardens for self-promotion. Join our thriving artist community and participate in our "Growing Art" contest through August 2025, where the top-selling artist wins a free Art Garden valued at $2,499. With rotating artist spotlights, design consultation opportunities, and showcase events, Loom Gardens offers more than just a platform—we're building a collaborative community where innovative art and nature intersect to create something truly extraordinary.
ARTIST ROYALTY AGREEMENT
THIS ARTIST ROYALTY AGREEMENT (the "Agreement") is made as of the ____ day of __________, 2025
BETWEEN:
Loom Gardens, Inc.
118 Dawn Drive, Springfield, Illinois 62702, USA
("Company")
--- AND ---
[Artist Name]
[Artist Address]
("Artist")
1. DEFINITIONS
1.1 "Artwork" means the original artwork created by Artist and approved by Company for reproduction as an “Art Garden Canvas” (hereinafter also referred to as 'Canvas').
1.2 "Art Garden Canvas" means the Company's wall-mounted canvas product that incorporates the “Artists Artwork” and functions as part of the “Art Garden” product.
1.3 "Art Garden" means Company's premium wall-mounted living art product that incorporates plants growing through the Art Garden Canvas.
1.4 "Gallery Sales" means sales of Artist's other original works through Company's online portal.
1.5 “Net Sales Price” means the gross amount received by Company from the customer for a Gallery Sales item, less actual costs of shipping and handling charged to the customer, sales taxes, and any discounts or promotional reductions applied to the sale price.
2. GRANT OF RIGHTS
2.1 Artist grants Company a worldwide license to reproduce, distribute, display and sell the Artwork on Art Garden Canvases according to one of the following options selected by Artist:
(a) Standard Option: Full exclusivity (Artwork and any artist-driven reproductions may not be sold or licensed elsewhere by Artist during the term); or
(b) Limited Option: Artwork may be sold elsewhere but not for competing living wall products.
2.2 Artist also grants Company the right to use the Artwork in all promotional materials and giveaways, events, displays, installations, advertisements, marketing activities, inclusion in the product configurator, excluding merchandise offered for sale.
(a) SWAG/merchandise not offered for sale by Company (e.g., internal use, promotional giveaways) is included in the promotional license grant under Section 2.2 and does not require separate compensation. This is distinct from merchandise offered for sale, which is addressed in Section 3.1(c).
2.3 Company may sublicense these rights to its affiliates and to production vendors for ongoing Loom Gardens business that supports the promotion and sales of the Art Garden.
2.4 Artist may use branded images of installed Art Gardens featuring their Artwork in their digital and print marketing portfolio materials.
3. ROYALTY
3.1 Company will pay Artist:
(a) For Standard Option with full exclusivity: each Art Garden Canvas sold (individually or as part of an Art Garden) earns $15 royalty; or
(b) For Limited Option: each Art Garden Canvas sold (individually or as part of an Art Garden) earns $10 royalty.
(c) If Company desires to create merchandise featuring the Artwork for sale, it shall notify Artist and negotiate a flat fee in good faith prior to production. If no agreement is reached within 30 days, Company shall not produce such merchandise for sale.
(d) The flat fee for merchandise featuring the “Artists Artwork” is payable within 30 days of agreement.
3.2 For Gallery Sales through Company's portal, Company will take a 30% commission, and Artist will receive 70% of the Net Sales Price.
(a) Loom Gardens will notify the Artist of any orders placed, along with tax and shipping amount collected for the Artist to ship out.
(b) Artist shall be responsible for professionally packaging and shipping the Gallery Sales item directly to the customer within 5 business days of notification by Company.
(c) Artist is responsible for the costs of packaging materials.
(d) Company will collect shipping fees from the customer and remit the actual amount collected to Artist along with their commission payment.
(e) Artist is encouraged to insure shipments and shall be responsible for resolving any claims for loss or damage during transit, though Company may assist with customer communication.
(f) Artist shall be responsible for processing returns of Gallery Sales items in accordance with Company's stated return policy for Gallery Sales, if any, or in accordance with Artist’s own reasonable return policy if communicated to Company and the customer.
(f.1) If a Gallery Sales item is returned by a customer and a refund is issued by Company, any commission previously paid or credited to Artist for that specific sale will be deducted from future payments due to Artist.
(f.2) The party responsible for return shipping costs (Artist or customer) shall be determined by the applicable return policy.
(g) A two-way directional link will be established between the “Artists website” and Loom Garden’s Artist Bio page.
3.3 No royalty applies to any other Company products, including the Art Garden device itself.
3.4 If an Artist refers a buyer that completes an Art Garden sale, they will be eligible for commission under the Affiliate Commission Program schedule (if signed up) separate from this Artist Royalty Agreement.
4. ARTIST BENEFITS
4.1 Company will provide:
(a) Name and website attribution on product, packaging, and digital catalog;
(b) Featured profile on Company's website with Artist bio;
(c) Company will use reasonable commercial efforts to provide Artist with professional photography when such photography is captured by Company during its normal course of business (e.g., for marketing or documenting installations);
(d) Early access to new Art Garden features and products before public release;
(e) Option to receive product at preferential pricing for self-promotion.
5. LAUNCH CONTEST
5.1 Company will conduct a "Growing Art" contest from program launch until the end of August 2025.
5.2 Top-selling artist based on highest number of Art Gardens sold featuring their artwork will receive a free Art Garden ($2,499 value).
(a) In case of a tie, Company will make final determination of winner.
5.3 Winner will be featured prominently in marketing materials and receive special designation in the artist portal.
6. COMMUNITY FEATURES
6.1 Company will implement:
(a) Rotating "Artist's Choice" spotlight where artists select and promote fellow artists' work;
(b) Opportunities for top-performing artists to participate in design consultations for future Art Garden products;
(c) Artist showcase events (virtual and in-person) to build community and visibility.
7. REPORTING AND PAYMENT
7.1 Within 30 days after each calendar quarter, Company will send Artist a report listing quantities of Art Garden Canvases sold featuring Artist's Artwork and any Gallery Sales (including quantities and Net Sales Prices for Gallery Sales items).
7.2 Company will pay all royalty’s shown in the report concurrently with the delivery of the report, or within 10 days thereafter by check or electronic transfer to the account Artist designates.
8. TERM
8.1 This Agreement starts on the Effective Date and continues for an initial term of one (1) year.
8.2 The Agreement will automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least sixty (60) days before the end of the current term.
8.3 Upon termination, Company will retain the right to sell existing inventory of Art Garden Canvases and merchandise featuring the Artwork that was manufactured or produced prior to the effective date of termination for a period of six (6) months thereafter (the "Sell-Off Period"). During this Sell-Off Period, Company may also visually display such existing inventory and merchandise in connection with its sale. Royalty’s will continue to be paid on sales made during the Sell-Off Period in accordance with Section 3.
(a) During the six (6) month Sell-Off Period defined in Section 8.3, Company may continue to use existing promotional materials featuring the Artwork solely for the purpose of selling the remaining inventory. Company shall not create new promotional materials featuring the Artwork after the effective date of termination, except as directly related to the liquidation of said inventory.
9. TERMINATION FOR BREACH
9.1 Either party may terminate if the other materially breaches and fails to cure within 30 days after written notice.
9.2 Upon termination, Company will pay all accrued but unpaid royalty’s within 60 days.
10. REPRESENTATIONS AND WARRANTIES
10.1 Artist represents that the Artwork is original and that Artist owns all rights in it.
10.2 Artist represents and warrants that the Artwork is created entirely by Artist without the use of generative artificial intelligence tools. Upon Company's request, Artist shall provide reasonable proof of the Artwork's creation process.
10.3 Company represents that it will use the Artwork only as set out in this Agreement.
11. CONFIDENTIALITY
Each party will keep the other's confidential information secret and use it only to perform this Agreement. This obligation survives termination.
12. INDEMNIFICATION
12.1 Artist will indemnify Company against any claim that use of the Artwork infringes a third party's rights.
12.2 Company will indemnify Artist against claims arising from Company's misuse of the Artwork.
12.3 The party seeking indemnification (the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") in writing of any claim, suit, or proceeding for which indemnification is sought; provided, however, that any failure to provide prompt notice shall only relieve the Indemnifying Party of its obligations hereunder to the extent that the Indemnifying Party is materially prejudiced by such failure.
12.4 The Indemnifying Party shall have the right to assume control of the defense and settlement of any such claim, suit, or proceeding with counsel of its own choosing, reasonably acceptable to the Indemnified Party. The Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the defense and settlement of such claim. The Indemnified Party may participate in the defense at its own expense with counsel of its own choosing. The Indemnifying Party shall not settle any claim in a manner that admits liability or imposes any obligation on the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld or delayed.
13. Audit Rights
Artist or their designated representative shall have the right, upon reasonable prior written notice (30 days) and no more than once per calendar year, during normal business hours, to inspect and audit Company's books and records directly pertinent to the calculation of royalty’s payable under this Agreement.
13.1 Such audit shall be at Artist's expense, unless the audit reveals an underpayment exceeding five percent (5%) for the audited period, in which case Company shall reimburse Artist for the reasonable costs of the audit and promptly pay the amount of any underpayment.
14. CURATION RIGHTS
Company has sole discretion to rotate artworks in and out of active canvas collection based on performance or strategic needs, with 30-day notice to Artist.
15. ARTWORK REQUIREMENTS
15.1 Artist provides high-resolution artwork meeting technical specifications provided by Company.
15.2 Artwork must be original, and Artist must hold all necessary rights.
15.3 Submissions can be accepted at any time at Company's discretion.
16. Dispute Resolution
16.1 Good Faith Negotiation. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.
16.2 Mediation. If they do not reach such solution within a period of thirty (30) days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be submitted to mediation in Sangamon County, Illinois, with a mediator mutually agreed upon by the parties. If the parties cannot agree on a mediator within fifteen (15) days of the notice for mediation, a mediator will be appointed by JAMS or a similar reputable mediation service. The costs of mediation shall be shared equally by the parties.
16.3 Litigation. If mediation is unsuccessful in resolving the entire dispute, or is not pursued, either party may pursue any rights or remedies available to it under law or equity in accordance with Section 18 (Governing Law) of this Agreement.
16.4 Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
17. NOTICES
All notices under this Agreement must be in writing and sent by certified mail or email (with read receipt) to the addresses above or to addresses later designated in writing.
18. GOVERNING LAW
This Agreement is governed by Illinois law. Venue for any legal proceedings arising out of this Agreement lies exclusively in the state or federal courts located in Sangamon County, Illinois.
19. ENTIRE AGREEMENT
This Agreement, including attached Exhibits A and B, is the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to its subject matter.
Exhibit A
[Attach image and description of the Artwork here.]
Exhibit B
[Technical specifications for Artwork submission.]
COMPANY:
By: _________________________
Name: _______________________
Date: _______________________
ARTIST:
By: _________________________
Name: _______________________
Date: _______________________