ARTIST / VENDOR PARTNERSHIP AGREEMENT

 

1. PLATFORM OPERATOR & SELLER OF RECORD

1.1 Company Identity, Multi-Channel Infrastructure & Seller of Record

• LulumartCA (the "Company", also referred to herein as "Lulu") exclusively owns, operates, processes, and fulfills all retail transactions, customized merchandise, and sales facilitated, listed, or completed through its owned, operated, managed, or utilized distribution channels—including, without limitation, proprietary websites, hosted storefronts (e.g., Shopify), third-party online marketplaces, social media commerce channels, mobile applications, pop-up retail outlets, sub-domains, and integrated third-party applications (collectively, "Lulu's Sales Channels").
• Lulu acts as the sole merchant and seller of record for all end-consumer transactions occurring on or through any of Lulu's Sales Channels in accordance with applicable e-commerce regulations and host platform standards.

   1.2 Scope of Operations

• All retail sales generated via Lulu's Sales Channels remain strictly between the end-consumer and Lulu.
• The Artist does not enter into any direct commercial or contractual relationship with end-consumer buyers purchasing products through Lulu's Sales Channels.

 

2. TERMINOLOGY & SYSTEM EQUIVALENCY

   2.1 Designation of Parties

• The entity or individual entering into this Agreement is designated as "The Artist." The Artist agrees that any platform interface, automated email, database field, API, or system label referring to them as a "Vendor," "Creator," "Supplier," "Merchant," or "Partner" shall be construed strictly as "The Artist" under this Agreement, creating no legal partnership or separate classification.

 

3. PRODUCT CATALOG SELECTION & PHYSICAL INVENTORY OWNERSHIP

    3.1 Catalog Selection & Template Allocation

• The Artist may select baseline product templates from Lulu's standardized product catalog to apply The Artist's submitted artwork, designs, graphics, fan-interpretations, or logos ("Design Assets").

   3.2 Absolute Title & Inventory Ownership

• Lulu manufactures, sources, prints, stores, handles, and fulfills all products. All physical inventory, blank goods, finished merchandise, packaging materials, and raw stock remain the sole and absolute property of Lulu at all times.
• The Artist acquires zero title, security interest, property rights, or financial equity in any physical merchandise, raw materials, or operational facilities.

 

4. ROYALTY STRUCTURE, COMMISSION AUTHORITY & REFUNDS

    4.1 Conditional Commission & Royalty Allocation

• Lulu pays The Artist a design royalty or commission fee calculated on a per-sale basis for each completed end-consumer transaction featuring The Artist's assigned Design Assets that occurs on or through Lulu's Sales Channels.
• Commission rates, fee structures, payout calculation models, and payout schedules are set, managed, and adjusted by Lulu on an individual Artist basis, or on a transaction-by-transaction basis, at Lulu's sole discretion.

   4.2 Unilateral Pricing & Discounting Authority

• Lulu retains absolute discretion over retail listing prices, promotional discounts, sales events, seasonal markdowns, and dynamic pricing algorithms across all sales channels on Lulu's Sales Channels.
• The Artist holds no pricing control, minimum price threshold, or right of approval over the final retail sale price.

   4.3 Pro-Rata Refund Adjustments & Fee Absorption

• If an end-consumer order placed on Lulu's Sales Channels is refunded, cancelled, disputed, or returned, the associated royalty fee for that transaction will be automatically debited against The Artist's account balance on a pro-rata basis.
• Lulu absorbs all underlying payment gateway processing fees, merchant dispute charges, and chargeback penalties associated with customer returns or payment disputes.

 

5. TAX REMITTANCE & MARKETPLACE FACILITATION

    5.1 Marketplace Tax Facilitation

• Lulu calculates, collects, and remits 100% of all applicable sales taxes (including GST/HST/PST/QST, state, provincial, and regional retail sales taxes) for transactions conducted on Lulu's Sales Channels directly to relevant tax authorities.

   5.2 Tax Reporting Exclusions

• Royalties and commissions paid to The Artist represent net, pre-tax settlements.
• The Artist shall not claim, report, or input retail checkout taxes collected from Lulu's Sales Channels sales on their own business tax filings, nor attempt to claim them as Input Tax Credits (ITCs) or tax offsets.

 

6. INTELLECTUAL PROPERTY ASSIGNMENT & DERIVATIVE RIGHTS

    6.1 IP Assignment & Product Exclusivity

• The Artist hereby irrevocably assigns, transfers, and conveys to Lulu all assignable right, title, and interest in and to the submitted Design Assets as applied to products offered on Lulu's Sales Channels, including all derivative product renderings and layout expressions, to the maximum extent permitted by law.
• The Artist retains the right to use, license, or sell their original artwork on unrelated mediums outside Lulu's Sales Channels; provided, however, that The Artist shall not manufacture, license, offer, sell, or distribute identical physical products, product layouts, or direct merchandise offerings featured on Lulu's Sales Channels through any third-party platform, competitive marketplace, or retail service.

   6.2 Moral Rights Waiver

• The Artist irrevocably waives any "moral rights," attribution rights, rights of integrity, or rights of association associated with the Design Assets under copyright law, the Visual Artists Rights Act (VARA), or applicable statutes worldwide.
• Lulu is under no obligation to provide name attribution, credit lines, or unedited display of the Design Assets on physical goods or platform listings.

 

7. ADVERTISING, MARKETING & PROMOTIONAL RIGHTS

    7.1 Unrestricted Promotional License

• The Artist grants Lulu an unrestricted, perpetual, worldwide, royalty-free right to utilize, showcase, reproduce, display, edit, adapt, and distribute all Design Assets, product mockups, digital renderings, physical product photography, and video content featuring the Design Assets across any and all media channels now known or hereafter devised.

  7.2 Advertising Channels & Independent Operations

• Lulu's marketing rights include, without limitation, paid social media advertising, search engine marketing, influencer campaigns, email marketing, promotional print collateral, television, and public relations.
• Except for explicit Joint Collaborations under Section 7.3, all marketing materials and ad placements created or deployed by Lulu shall be conducted exclusively under the name, branding, and account ownership of Lulu, creating no personal partnership or joint liability with The Artist.

   7.3 Joint Collaborative Posts (Co-Authored Content)

• Lulu and The Artist may mutually agree to publish co-branded, co-authored, or shared social media content (e.g., joint Instagram/TikTok collaborative posts where both accounts appear as co-creators).
• For any such Joint Collaboration:
     (a) Participation remains subject to mutual electronic agreement (including acceptance via platform messaging, email, or native social media collaboration invites);
    (b) The Artist grants Lulu express permission to tag, feature, and co-attribute the post to The Artist's official social media handles;
      (c) Assumption of Marketing Risk: The Artist acknowledges and agrees that accepting or publishing a Joint Collaboration is done voluntarily. The Artist explicitly assumes all public, brand, and commercial risks associated with such co-branded exposure. Under no circumstances shall Lulu be liable for any claimed damages, loss of reputation, public backlash, unfollows, or third-party claims arising out of or related to a Joint Collaboration; and
      (d) Co-authoring a post does not create a formal legal partnership, joint venture, agency, or employment relationship between Lulu and The Artist, and Lulu retains sole ownership of all underlying product mockups, catalog listings, and transaction processing rights.

 

8. TAKEDOWN AUTHORITY & LEGAL ASSUMPTION OF RISK

    8.1 Unilateral Takedown & Immediate Delisting

• In the event of any third-party inquiry, brand protection notice, copyright assertion, trademark dispute, legal demand, or takedown request regarding merchandise offered or sold on Lulu's Sales Channels, Lulu retains sole and absolute discretion to unpublish, delist, disable, modify, or permanently delete any Design Asset or product listing without notice, investigation, liability, or financial compensation to The Artist.

   8.2 Lulu Operational Burden & Legal Defense

• Lulu assumes full commercial and legal operational responsibility for managing end-consumer communications, brand protection notices, platform defenses, statutory compliance, and dispute resolutions relating exclusively to products sold on or through Lulu's Sales Channels.

 

9. CUSTOMER DATA & SYSTEM DATA OWNERSHIP

    9.1 Absolute Ownership of Buyer Data

• All customer details, email addresses, shipping addresses, order history, buyer relationship rights, platform analytics, traffic metrics, and database records generated on Lulu's Sales Channels belong exclusively to Lulu.

   9.2 Data Access Exclusions

• The Artist receives zero access, title, or ownership rights to end-consumer personal data.
• The Artist shall not attempt to extract, scrape, harvest, or utilize buyer details for direct marketing, off-platform communications, or private sales.

 

10. TERMINATION & ROYALTY FORFEITURE

    10.1 Immediate Termination & Cut-Off Rights

• Lulu reserves the right to immediately suspend, block, terminate, or revoke The Artist's platform access, API connections, artist portal, and account relationship at its sole discretion at any time without prior notice or cause.

   10.2 Cancellation of Unvested Royalties

• Because royalty payments represent conditional payouts on Lulu-owned assets sold on Lulu's Sales Channels, any unremitted, pending, accrued, or unvested commissions at the time of account termination are immediately cancelled and forfeited, with zero post-termination payout obligations owed by Lulu to The Artist.

 

11. MODIFICATION OF AGREEMENT TERMS

    11.1 Unilateral Right to Amend

• Lulu reserves the right, at its sole discretion, to modify, amend, update, alter, or replace any part of this Agreement—including commission structures, platform rules, operational policies, and payout schedules—at any time without prior individual notice to The Artist.

   11.2 Binding Acceptance

• Continued submission of Design Assets, maintenance of active listings, or receipt of royalty payouts from sales on Lulu's Sales Channels following any modifications constitutes complete, binding, and irrevocable acceptance of the modified Terms by The Artist.

 

12. WARRANTIES, LIMITATION OF LIABILITY & LEGAL DISCLAIMERS

    12.1 "As Is" Operations

• Lulu provides all printing, manufacturing, fulfillment, e-commerce hosting, payment gateway processing, and system operations on Lulu's Sales Channels on an "as is" and "as available" basis, without guarantees of minimum sales volumes, unbroken uptime, or error-free operations.

   12.2 Total Liability Cap

• Lulu’s maximum aggregate monetary liability to The Artist under any theory of contract, tort, or legal dispute arising out of this Agreement shall not exceed the total design royalties actually paid by Lulu to The Artist during the preceding three (3) month period for sales generated on Lulu's Sales Channels.

   12.3 Multi-Channel Infrastructure & Third-Party Disclaimers

• Lulu’s Sales Channels utilize third-party hosting providers, e-commerce platforms (e.g., Shopify), payment processors, marketplace platforms, print-on-demand APIs, and software integrations.
      (a) Third-Party Rules: The Artist agrees to comply with all acceptable use policies, trademark rules, design restrictions, and content guidelines enforced by any third-party platform or marketplace utilized by Lulu.
  (b) Disclaimer of Channel Outages & Platform Action: Lulu shall not be liable to The Artist for any lost sales, abandoned carts, delayed payouts, platform outages, technical bugs, algorithm changes, third-party marketplace listing removals, or account suspensions initiated directly by external hosting infrastructure, marketplaces, or payment gateways.

 

13. GOVERNING LAW & SEVERABILITY

    13.1 Governing Law & Forum Selection:

• This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.
• Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the courts located in Ontario, Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts.

   13.2 Severability & Entire Agreement:

• If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
• This Agreement constitutes the entire understanding between Lulu and The Artist regarding Lulu's Sales Channels and supersedes all prior communications, agreements, or representations, whether oral, written, or electronic.