Apricus Gallery Services Agreement

This Apricus Gallery Services Agreement (this “Agreement”), by and between Apricus Art Collection LLC, a Tennessee limited liability company (“Apricus”) and the entity identified in the gallery intake form associated with this Agreement (“Gallery”) is effective as of the date executed by the Gallery. This Agreement is subject to the terms and conditions found here Terms and Conditions (the “Ts&Cs”), all of which form a part of and are incorporated into this Agreement by this reference.

Gallery should read this Agreement carefully. By accepting services from Apricus or clicking to agree to and accept this Agreement, Gallery accepts and agrees to be bound by this Agreement. If Gallery does not want to be bound by this Agreement, Gallery must not accept services from Apricus or click to agree.

1. Services. During the Term, Apricus will provide Gallery with these services, as more particularly described in the Ts&Cs (collectively, the “Services”):

1.Online Marketing Services. Apricus shall use commercially reasonable efforts to: (a) develop content for online and digital advertisements using Gallery Materials as well as materials created by Apricus; (b) develop an online marketing strategy for Gallery’s approval; and (c) work to manage and execute the strategy (collectively, the “Online Marketing Services”).
Storefront Services. Apricus shall use commercially reasonable efforts to establish and operate an online store (the “Online Store”) to sell Gallery’s Works (the “Storefront Services”) located on a page of the Apricus website beginning on a date and time to be agreed upon by the parties.
Gallery Obligations. Subject to the Ts&Cs, Gallery shall perform the following obligations:

2. Gallery Materials. Gallery shall promptly and timely provide Apricus with information and with Gallery Materials and digital files of Gallery Materials in the form requested by Apricus to carry out the Services. Gallery authorizes Apricus and its service providers to use the Gallery Materials as described in this Agreement to promote Gallery and the Works.
Responsiveness. Gallery shall respond promptly to any request from Apricus to provide direction, information, approval, consent, authorization, or other decisions necessary or desirable for Apricus to perform the Services.

2. Compliance; Content. Gallery shall be solely responsible for ensuring the Content of all advertisements and marketing programs delivered in connection with the Services comply with all applicable laws, regulations, industry standards, and guidelines and such Content and the Works are free of Inappropriate Content. Gallery shall comply with all applicable laws and regulations.

1.Pricing, Storage, Shipping. Gallery shall charge a reasonable price for each Work. Gallery agrees that when a customer purchases a Work through the Online Storefront, title to such Work transfers directly from Gallery to the customer. Gallery shall be responsible for storing all Works promoted or sold via the Online Store at Gallery’s sole cost and expense. Gallery shall be responsible for packing the Works and shipping them in accordance with the terms of this Agreement.
Social Media. Gallery shall post links to the home page of the Online Store on Gallery’s social media pages.
Social Media. As part of the Online Marketing Services, Apricus shall use commercially reasonable efforts to deliver Content to Gallery for Gallery to post on Gallery’s social media accounts.
Fees and Expenses. As further described in the Ts&Cs:

2.Fees. Gallery acknowledges and agrees that Apricus will charge a monthly fee of $199 for the Services.

3. Term and Termination. As further set forth in the Ts&Cs:

1. Term. The term of this Agreement begins on the Effective Date and continues for eighteen (18) months unless terminated earlier in accordance with this Agreement (the “Term”). Thereafter, the Term shall automatically renew for one year periods unless either party notifies the other in writing at least thirty (30) days in advance of expiration of the current Term of a desire not to renew it.

2. Post-Termination. Upon termination or expiration of this Agreement for any reason, each party shall return or, at the other party’s option, destroy all of the other party’s Confidential Information, except as otherwise set forth in the Agreement, Apricus shall discontinue use of the Gallery Materials and cease performing the Services (including the hosting and operating the Online Store), and Gallery shall discontinue use of Content created by Apricus during the Term of the Agreement.