Terms and Conditions

The following terms and conditions apply for any artist or group of artists submitting an application via any application form on the MORROW collective website hosted at morrow-collective.com.

Parties:

  1. MORROW COLLECTIVE FZ-LLC is a Free Zone Limited Liability Company FZ-LLC registered in the Ras Al Khaimah Economic Zone, United Arab Emirates with license number 0000004033599) ("MORROW").

  2. The individual artist or group of co-operating artists who voluntarily submits an application via any application form on the MORROW collective website hosted at morrow-collective.com ("the Artist").

Each is a “Party” and together the “Parties”.

 

Background:

A. MORROW wishes to provide a service to the Artist (if their application is successful) to enable the exhibition (online, physical and / or metaverse), minting, marketing and sale of NFTs of the Artist’s artwork, in addition to, where applicable, the marketing and sale of the Artist’s physical art (“Pieces”).

B. The Artist wishes to co-operate with MORROW to enable the aim outlined in Clause A.

Agreed terms:

MORROW shall:

  • conduct the steps in Schedule 1 for which MORROW is responsible.

  • use, at MORROW's discretion, the most appropriate software, hardware, metaverse platforms, tools, physical locations and physical exhibitions (“Infrastructure”) for the purposes of the activities governed by these terms and conditions.

  • work with the Artist to promote the Pieces on social and traditional media, including but not limited to conducting interviews with the Artist and providing the Artist’s social media contact details to prospective collectors.

  • at MORROW's discretion co-operate with third parties to facilitate the marketing and sale of Pieces, including, but not limited to:

    • participation in events,

    • listing of Pieces on third party websites / applications

where applicable, such co-operation may require the allocation of commission and / or revenue share to third parties; MORROW shall discuss such co-operation(s) in advance with the Artist and the Artist shall have the option to opt in or opt out.

  • except as authorised by the Artist in writing, not act in a way which will incur any liabilities on behalf of the Artist nor to pledge the credit of the Artist.

  • market and sell Pieces at prices agreed with the Artist and offer discounts in line with parameters agreed with the Artist.

The Artist shall:

  • conduct the steps in Schedule 1 for which the Artist is responsible.

  • except as authorised by MORROW in writing, not act in a way which will incur any liabilities on behalf of MORROW nor to pledge the credit of MORROW.

  • use all reasonable efforts to promote and sell the NFTs (in conjunction with MORROW and independently), including but not limited to social media posts, press releases and direct marketing to the Artist’s contacts (including existing and potential buyers and all other contacts).

  • take all reasonable steps to ensure that all artworks submitted to MORROW are not minted as NFTs by any other organisation or any other platform.

  • inform MORROW of minimum acceptable prices per Piece (in US$), including parameters for discounts.

  • opt in or opt out of exhibitions, events and initiatives as proposed by MORROW from time-to-time.

  • ensure that all artworks submitted to MORROW are original creations by the Artist.

Payments:

  • Payments shall be managed in accordance with the revenue share outlined in with Schedule 2.

  • Payments by MORROW of fees due to the Artist shall be made in Ethereum (“ETH”) to the Artist’s nominated ETH address in accordance with the payment process outlined in Schedule 3.

  • Payments by the Artist of fees due to MORROW following a sale shall be made in ETH in accordance with the payment process outlined in Schedule 3.

  • If there is a situation where payments are due from MORROW to the Artist and from the Artist to MORROW, the Parties shall agree the net balance amount to be transferred.

 

 Intellectual Property:

  • Intellectual property in the Pieces created by the Artist shall be retained by the Artist. No such intellectual property is transferred to MORROW.

  • MORROW shall not be held responsible for any unauthorised use by any buyer of any NFT or by any buyer or any other individual or organisation of the underlying image.

  • The Artist hereby agrees that MORROW may use their name and artworks on all marketing and publication materials used related to these terms and conditions.

  • MORROW hereby agrees that the Artist may use its logo(s) in the registered or approved format on all marketing and publication materials used related to these terms and conditions.​​

  • All Intellectual Property owned by MORROW at the Effective Date and / or created by MORROW during the Term shall be retained by MORROW and shall not transfer to the Artist.

 

Duration and Termination:

  • These terms and conditions shall apply from the date the Artist submits / submitted their application via the MORROW collective website ("Effective Date") for an initial term (“Term”) of 6 months and shall continue unless terminated. Either Party may terminate the relationship governed by these terms and conditions at any time and without cause by giving two months' written notice to terminate to the other Party.

  • Upon termination, MORROW shall cease to market or attempt to sell the Pieces.

  • Upon termination, accrued payments due to either Party shall remain payable.

Confidentiality:

No Party shall use any other Party's confidential information for any purpose other than to perform its obligations in the relationship governed by these terms and conditions.

Governing Law:

These terms and conditions, and any dispute or claim arising out of or in connection with them or their subject matter, shall be governed by and construed in accordance with the law of the United Arab Emirates.

Jurisdiction:

Each Party irrevocably agrees that the courts of the United Arab Emirates shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or their subject matter.

These terms and conditions apply from the Effective Date. 

 

 

SCHEDULE 1: Process, roles and responsibilities

Preparation:

  • The Artist shall provide high resolution files of Pieces to MORROW.

  • MORROW OR the Artist shall (if agreed) enhance Pieces (using, for example, animation)

  • MORROW OR the Artist shall mint Pieces.

  • MORROW shall make all reasonable efforts to promote and sell Pieces.

  • The Artist shall make all reasonable efforts to promote and sell Pieces.

 

Scenario 1: Sales by Morrow

  • If / When an NFT physical certificate of ownership is sold, MORROW shall inform the Artist immediately and the Artist shall de-list (or otherwise remove from sale) the corresponding physical piece.

  • When an NFT is sold, MORROW shall send payment to the Artist (in ETH) within 72 hours.

  • If the buyer does not have an ETH address, MORROW shall liaise with the buyer to enable them to receive their NFT.

  • If / When a physical piece NFT certificate of ownership is sold, the Artist shall liaise with the buyer to arrange shipment to a location specified by the buyer.

Scenario 2: Sales by the Artist

  • When a physical piece is sold, the Artist shall inform MORROW immediately and MORROW shall de-list the corresponding NFT physical certificate of ownership.

  • When an NFT is sold for fiat currency, the Artist shall inform MORROW immediately and MORROW shall de-list the NFT. 

  • When an NFT is sold, the Artist shall send payment to MORROW (in ETH) within 72 hours.

  • When an NFT is sold for fiat currency, if the buyer has an ETH address, the Artist must provide this address to MORROW to enable the NFT to be sent to the buyer. If the buyer does not have an ETH address, MORROW shall liaise with the buyer to enable them to receive their NFT.

Scenario 3: Sales by a third party

  • Steps will largely replicate scenario 1, with some responsibilities fulfilled by a third party.


 

SCHEDULE 2: Revenue Share

 

Primary sales
The following revenue share shall apply to the scenarios outlined in Schedule 1:

  • The Artist: 50%

  • MORROW: 50%

Note: if the Piece is animated / otherwise enhanced specifically for minting as an NFT, the party responsible for animation shall be allocated an additional 10%.

Secondary sales
The platform (currently) used by MORROW to mint NFTs (Opensea) includes a built-in system of royalty payments for secondary sales. If a Piece is minted by MORROW, any secondary sale will result in this 10% commission being deposited to the MORROW ETH address. 1% of this will be retained by MORROW for administrative purposes. The remainder will be transferred to the Artist’s ETH address.

Note: Percentage revenue shares are net of direct costs. Applicable direct costs must be agreed in good faith between the Parties.

 

SCHEDULE 3: Payment process

 

Artist payments to MORROW:
•    The Artist shall receive payment (in fiat currency or cryptocurrency).
•    The Artist shall purchase ETH with fiat (if required).
•    The Artist shall send ETH to MORROW's nominated ETH address.


Morrow payments to the Artist:
•    MORROW shall receive payment (in fiat currency or cryptocurrency).
•    MORROW shall purchase ETH with fiat (if required).
•    MORROW shall send ETH to The Artist’s nominated ETH address.


Note: neither party shall be held responsible for fluctuations in the ETH-to-fiat exchange rate.