1. INTRODUCTION Articoo Inc. owns and operates the Website (Articoo.art) as a creative marketplace to distribute various kinds of digital files (including PSDs, AI vectors, and photos) from a diverse community of Contributors for commercial and non-commercial use. This Agreement governs the delivery, licensing, compensation, and other legal relationships between Articoo and its Contributors. This Agreement is an addition to the Articoo Terms of Use, Membership Agreement, Privacy Policy, and other legal documents on the Website, all of which are made part of this Agreement by reference. By creating a Contributor account on the Website, the Contributor accepts and agrees to be bound by these terms. If any terms are not acceptable, the Contributor must not create an account or upload files.

2. LICENSES GRANTED TO ARTICOO The Contributor grants Articoo a perpetual, nonexclusive, worldwide, transferable, sublicensable, fully paid, and royalty-free right and license to:

  • Advertise, market, alter, modify, compress, exhibit, reproduce, publicly display, categorize, archive, and use Files for the creation of derivative works.

  • License, sell, distribute, and transfer rights to access and use Files to third parties in any existing or future media directly or indirectly.

  • Use Files and respective authorship information as part of Articoo’s promotional, marketing, and developmental activities (provided the Contributor will not receive compensation for such promotional use).

  • Articoo assumes the rights granted under this Agreement but has no absolute obligation to distribute, commercialize, or otherwise use every File.

3. INTELLECTUAL PROPERTY RIGHTS Each File is protected by international intellectual property laws. Contributors and respective copyright owners reserve all intellectual property rights in and to their Files, except for the rights expressly granted to Articoo.

  • Moral Rights: The Contributor authorizes Articoo to use Files with or without the Contributor’s name and to make necessary changes to the information accompanying the Files.

  • Claims & Disputes: If a third party submits a copyright infringement Claim related to a Contributor’s File, the Contributor must cooperate with Articoo in good faith to resolve the Claim. Pending resolution, Articoo may suspend the Contributor’s account and withhold compensation. The Contributor will not file Claims against third-party buyers who legally licensed the Files through Articoo.

4. DELIVERY AND MANAGEMENT OF FILES To supply files, the Contributor must create a personal login, provide valid information, and comply with all Articoo requirements. Before uploading any Files, the Contributor warrants that:

  • Files are accompanied by valid releases (e.g., model or property releases) if required.

  • Files do not contain any harmful code, viruses, worms, or malicious software.

  • Files contain accurate, full, and sufficient metadata and tags for effective licensing. Articoo reserves the right to take down any File and suspend or terminate any Contributor’s account at its sole discretion, with or without explanation, especially in cases of suspected copyright infringement or violation of Website guidelines.

5. COMPENSATION & PAYMENTS Articoo will pay compensation for the paid use of the Contributor’s Files by third parties according to the Contributor Program.

  • Calculation: Compensation is generally calculated as a percentage of the fees received by Articoo or as fixed fees, depending on the license type. Articoo reserves the right to adjust pricing, offer discounts, or bulk licenses.

  • Payouts: Payments will be held by Articoo until the Contributor makes a withdrawal request. The available balance must meet or exceed the established minimum payout threshold of $25 USD. Articoo has no obligation to pay compensation for licenses that are refunded, charged back, or obtained fraudulently.

6. REPRESENTATIONS AND WARRANTIES The Contributor represents and warrants that:

  • They have the legal capacity and necessary rights to enter into this Agreement.

  • They are the sole owner of the intellectual property rights in the uploaded Files.

  • The Files supplied are original works. AI-Generated Content: The Contributor does not submit any materials created using Artificial Intelligence unless such submission is explicitly permitted by Articoo’s upload guidelines, clearly tagged as AI-generated, and the Contributor holds full commercial rights to the output.

  • The Files do not infringe upon any third-party copyrights, trademarks, or privacy rights, and do not contain defamatory or illegal content.

  • The Files have not been used and will not be used for registered trademarks or corporate logotypes.

7. INDEMNIFICATION The Contributor agrees to indemnify, defend, and hold Articoo and its Representatives harmless against any Claims and Liabilities resulting from a breach of the Contributor’s warranties, or the distribution of infringing Files. LIMITATION OF LIABILITY: EXCEPT IN CONNECTION WITH PAYMENT OBLIGATIONS, ARTICOO’S TOTAL MAXIMUM LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND U.S. DOLLARS ($1,000 USD).

8. TERMINATION & FILE WITHDRAWAL

  • Termination: Either Party may terminate this Agreement. The Contributor must provide a 90-day advance written notice for termination or complete file withdrawal. Articoo may terminate this Agreement or suspend an account immediately without prior notice in case of a breach.

  • Transition Period: Files will not be removed immediately upon a termination request. Articoo will continue to license Files for 90 calendar days following the notice. Compensation will accrue normally during this period.

  • Survival: Termination does not affect any licenses legally granted to third-party buyers before the termination date. Such buyer licenses remain in full force in perpetuity.

9. GENERAL PROVISIONS

  • Confidentiality: Information regarding Articoo’s business, sales, and analytics must be kept confidential by the Contributor.

  • Independent Contractors: The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship.

  • Severability: If any provision of this Agreement is deemed invalid, the remaining provisions will continue in full force.

  • Language: The legally binding version of this document is written in English.

10. DEFINITIONS

  • “Contributor” means an individual or legal entity that owns and supplies Files to Articoo.

  • “Claim” means any third-party claim, suit, or legal proceeding regarding infringement.

  • “File” means any digital asset (image, vector, PSD, video) uploaded to the Website.

  • “Website” means Articoo.art.

11. CONTACT INFORMATION For any questions regarding Contributor relations or the provisions of this Agreement, please contact Articoo: