Openhill Artist Agreement

Last updated: September 21, 2026

This Artist Submission and Royalty Agreement (“Agreement”) is between you (“Artist”) and Openhill LLC (“Openhill,” “we,” or “us”).
You accept this Agreement and enter into a binding contract with us when you:
(a) complete and submit any online form that links to this Agreement and states that submitting the form constitutes acceptance; and/or
(b) submit Artwork to us through any other submission channel we designate after being presented with this Agreement.
If you do not agree to these terms, do not submit your Artwork or otherwise participate in the Program.

1. Key Definitions

1.1 Artwork
Any images, designs, illustrations, paintings, drawings, photographs, digital files, or other creative works you submit to Openhill, including any associated titles, descriptions, and metadata.

1.2 Products
Physical, digital, or future-format merchandise that incorporates your Artwork, including prints, posters, greeting cards, calendars, books, apparel, and similar items sold through Openhill Channels.

1.3 Openhill Channels
“Openhill Channels” means any website, online store, or other sales channel operated by or on behalf of Openhill, under any Openhill brand or label. This includes Openhill-owned or Openhill-managed websites, partner storefronts that Openhill powers, sponsored landing pages, and any other platform that is part of Openhill’s growing network of sales channels.

1.4 Net Revenue
“Net Revenue” means the gross revenue actually received by Openhill from sales of Products that incorporate your Artwork through Openhill Channels, minus:
sales, use, value-added, and similar taxes;
payment processing and gateway fees;
shipping, handling, and packaging charges;
discounts, coupons, refunds, and chargebacks;
printing, production, manufacturing, and similar direct costs of goods for the Products;
marketplace, platform, and e-commerce commissions or listing fees (for example, Etsy, Amazon, or similar third-party platform fees); and
any reasonable reserves that Openhill elects to maintain for anticipated refunds, chargebacks, or similar reversals, which may be increased or reduced in later periods.

1.5 Community Partner Royalty
Any royalty or revenue share payable by Openhill to a Community Partner (such as a social media group administrator or organizational partner) under the Community Partner Agreement and the applicable Community Partner Royalty Schedule relating to Products that incorporate your Artwork.

1.6 Post-Partner Net Revenue
“Post-Partner Net Revenue” means Net Revenue minus any applicable Community Partner Royalty for the applicable Product.

1.7 Artist Share
“Artist Share” means the portion of Post-Partner Net Revenue allocated to artists under this Agreement. Unless otherwise stated in Section 3, the Artist Share for a Product is fifty percent (50%) of Post-Partner Net Revenue.

1.8 Solo Use, Co-Created Use, and Compilation UseFor royalty purposes, use of your Artwork is categorized as:

Tier 1 (Solo Use): Products that feature your Artwork as the primary or dominant creative element without material creative contributions from other artists.

Tier 2 (Co-Created Use): Products where your Artwork is combined with substantial creative work from Openhill or another artist (for example, major graphic design, illustration, or text integration).
Tier 3 (Compilation Use): Products that combine your Artwork with Artwork from multiple artists or creators in a compilation format (for example, calendars, books, anthologies, or similar multi-artist collections).

1.9 Qualifying Unit Sale
A “Qualifying Unit Sale” means the bona fide sale to a customer through an Openhill Channel of one unit of a Product incorporating the applicable Artwork, where the sale has been completed and has not been refunded, charged back, cancelled, or reversed.
Free samples, promotional giveaways, internal or test orders, and other transactions for which Openhill does not receive bona fide customer revenue do not count as Qualifying Unit Sales.

2. Grant of License

2.1 License Grant
You grant Openhill a non-exclusive, worldwide license, except as provided in Section 2.2, to:
reproduce, adapt, modify, crop, and prepare derivative works of the Artwork as reasonably necessary to create and sell Products;
incorporate the Artwork into Products and promotional materials; and
sell, distribute, and publicly display Products worldwide across any Openhill Channels.

2.2 Exclusivity for Merchandise; Evaluation Period
(a) Evaluation Period. For sixty (60) days after you submit each Artwork to Openhill (the “Evaluation Period”), you will not sell, license, or otherwise authorize any third party to create or sell Competing Merchandise using that Artwork or any substantially similar variation. During the Evaluation Period, Openhill has no obligation to use any particular Artwork.
(b) Exclusive Merchandise License. For each Artwork that Openhill begins using in Products offered for commercial sale as provided in this Section, you grant Openhill an exclusive merchandise license beginning on the date the first Product incorporating that Artwork is first offered for commercial sale.
The first three (3) years following that date are the “Initial Exclusive Period.”
After the Initial Exclusive Period, the exclusive merchandise license continues unless and until the Artwork converts to non-exclusive status under Section 2.3 or Openhill otherwise agrees in writing to release the exclusivity.
The entire period during which Openhill holds exclusive merchandise rights to the Artwork is referred to as the “Exclusive Term.”
During the Exclusive Term, you will not sell, license, manufacture, distribute, or otherwise authorize Competing Merchandise using that Artwork or any substantially similar variation, including through your own online store, at art fairs or events, through galleries or retailers, or through any third party.
(c) Competing Merchandise. “Competing Merchandise” includes any physical or digital merchandise, reproduction, product, or item that incorporates the Artwork or any substantially similar variation in a manner that is substantially similar to the Products, regardless of medium, platform, technology, or sales channel.
This includes prints, posters, cards, reproduced images, apparel, and other merchandise incorporating the Artwork.
(d) Artwork Not Commercially Launched During Evaluation Period. Simply submitting Artwork to Openhill does not create an ongoing Exclusive Term.
If Openhill does not begin offering a Product incorporating a particular Artwork for commercial sale during the Evaluation Period, the short-term exclusivity in subsection (a) ends at the close of the Evaluation Period, and you may thereafter sell or license the Artwork to others.
Openhill will not later begin commercial sale of Products using that Artwork without first confirming with you in writing that the Artwork remains available for the intended use. If you confirm that the Artwork remains available for exclusive merchandise use, the Exclusive Term begins on the date the first such Product is subsequently offered for commercial sale.
(e) Original Artwork; Portfolio and Exhibition Rights. Merchandise exclusivity does not prevent you from:
displaying the Artwork in galleries, exhibitions, portfolios, websites, social media, or other non-merchandise contexts;
promoting yourself as the creator of the Artwork; or
selling the one-of-a-kind original physical artwork from which the submitted Artwork was derived.
You retain one hundred percent (100%) of the proceeds from the sale of the original artwork, and Openhill has no royalty or revenue claim on that original sale.
This exception does not permit you to sell or authorize reproductions, prints, merchandise, or other Competing Merchandise during the Exclusive Term.

2.3 Continued Exclusivity; Artist Release Right; Conversion to Non-Exclusive Status
(a) Continued Exclusivity After Three Years. The Exclusive Term does not automatically end when the Initial Exclusive Period expires.
After the Initial Exclusive Period, exclusivity continues unless the Artwork qualifies for and completes the release process in this Section.
(b) Artist Request for Conversion. After the Initial Exclusive Period has ended, you may request in writing that a particular Artwork convert from exclusive to non-exclusive status if fewer than five (5) Qualifying Unit Sales of Products incorporating that Artwork occurred during the twenty-four (24) months immediately preceding your request.
No conversion occurs automatically. You must affirmatively request conversion in writing.
(c) Ninety-Day Cure Period. If your Artwork meets the condition in subsection (b), Openhill will have ninety (90) days after receiving your written request to continue developing, marketing, or selling Products incorporating that Artwork.
If, by the end of that ninety-day period, at least five (5) Qualifying Unit Sales of Products incorporating that Artwork have occurred during the twenty-four (24) months immediately preceding the end of the cure period, the Artwork remains exclusive.
If fewer than five (5) Qualifying Unit Sales have occurred during that period, the exclusive merchandise license for that Artwork converts to non-exclusive status at the end of the ninety-day cure period.
(d) Effect of Conversion. Once an Artwork converts to non-exclusive status:
Openhill retains a perpetual, worldwide, non-exclusive license for existing Products and any future Products derived from the same Artwork;
you may sell, license, or authorize merchandise incorporating the Artwork elsewhere;
Openhill may continue selling existing and future Products incorporating the Artwork through Openhill Channels; and
your royalties on Openhill sales of Products incorporating that Artwork will be paid at the applicable non-exclusive rate described in Section 3.
Conversion does not require Openhill to discontinue existing Products, listings, adaptations, derivative works, or promotional materials.

2.4 Marketing and Promotion
You grant Openhill the right to use your name, artist name, bio, likeness (if provided), and promotional versions of the Artwork for marketing and promotional purposes in connection with the Products and Openhill Channels.

2.5 Sublicensing and Contractors
Openhill may sublicense rights under this Agreement to manufacturers, printers, fulfillment partners, Openhill-affiliated websites, and other contractors or service providers as reasonably necessary to produce, list, market, and distribute Products.

2.6 Ownership of Derivative Works Created by Openhill
Openhill owns all rights in any derivative works created by Openhill based on your Artwork, such as composite designs, layouts, typography treatments, or Tier 2 / Tier 3 adaptations. You retain ownership of the underlying Artwork.

2.7 No Obligation to Use Artwork
Nothing in this Agreement obligates Openhill to:
(a) review or select any particular Artwork;
(b) create, launch, or continue selling any Product that incorporates your Artwork; or
(c) notify you if we choose not to use particular Artwork or discontinue a Product.
Your release rights for Artwork that has entered an Exclusive Term are governed by Section 2.3.

3. Artist Royalties

3.1 General Royalty Structure
For each Product incorporating your Artwork:
Net Revenue is calculated for that Product.
Any applicable Community Partner Royalty, as defined in the Community Partner Agreement and applicable Community Partner Royalty Schedule, is deducted to determine Post-Partner Net Revenue.
The remaining Post-Partner Net Revenue is allocated between Openhill and artists as follows:
the portion retained by Openhill; and
the Artist Share, as defined in Section 1.7 and described in this Section 3.
The Artist Share for that Product is then allocated among you and any other contributing artists or creators according to the applicable Tier.

3.2 Tier 1 (Solo Use)
When your Artwork is used in Tier 1 (Solo Use) Products:
Exclusive rate. While the Artwork remains subject to the Exclusive Term and remains eligible for the exclusive rate under this Agreement, you receive one hundred percent (100%) of the Artist Share, which is fifty percent (50%) of Post-Partner Net Revenue for Tier 1 Products featuring your Artwork.
Non-exclusive rate. After the Artwork converts to non-exclusive status under Section 2.3, or otherwise becomes subject to the non-exclusive rate under this Agreement, you receive fifty percent (50%) of the Artist Share, which is twenty-five percent (25%) of Post-Partner Net Revenue.

3.3 Tier 2 (Co-Created Use)
When your Artwork is used in Tier 2 (Co-Created Use) Products:
Exclusive rate. While the Artwork remains subject to the Exclusive Term and remains eligible for the exclusive rate, you receive fifty percent (50%) of the Artist Share, which is twenty-five percent (25%) of Post-Partner Net Revenue.
Non-exclusive rate. After the Artwork converts to non-exclusive status under Section 2.3, or otherwise becomes subject to the non-exclusive rate under this Agreement, you receive twenty-five percent (25%) of the Artist Share, which is twelve and one-half percent (12.5%) of Post-Partner Net Revenue.
The remaining Artist Share for Tier 2 Products goes to Openhill or the applicable co-artist(s), as determined by Openhill in its reasonable discretion.

3.4 Tier 3 (Compilation Use)
When your Artwork is used in Tier 3 (Compilation Use) Products:
Exclusive rate. For Products that combine Artwork from multiple artists or creators—for example, calendars, anthologies, books, collages, or similar compilations—fifty percent (50%) of Post-Partner Net Revenue is the Artist Share for that Product. The Artist Share is allocated among all contributing artists and creators for that Product, which may include Openhill or in-house artists when substantial creative contributions such as layout, typography, or composite design are provided. You receive your proportional share of this Artist Share, determined in Openhill’s reasonable judgment, for example equally among all featured contributors unless another reasonable allocation is warranted.
Non-exclusive rate. If your Artwork becomes subject to the non-exclusive rate under this Agreement, your royalty for that Artwork’s participation in a Tier 3 Product will be fifty percent (50%) of the amount you otherwise would have received under the exclusive-rate calculation for that Product.
The reduction applicable to one contributor’s non-exclusive Artwork does not automatically reduce the royalty otherwise payable to another contributor whose Artwork remains eligible for the exclusive rate.

3.5 Determination of Use Tier
Openhill determines the appropriate Tier for each Product in its reasonable discretion, taking into account the relative contributions of your Artwork and any additional creative work.

3.6 No Royalty on Non-Sales Uses
Royalties are not owed for promotional uses, free samples, internal tests, refunded transactions, or uses that do not result in Net Revenue actually received by Openhill, for example marketing and display-only use.

3.7 Disputed Artwork and Royalty Hold
If Openhill receives a credible claim that the Artwork infringes third-party rights or violates applicable law:
royalties for that Artwork only may be temporarily withheld;
if infringement is confirmed or remains unresolved and continuing, Openhill may permanently retain withheld royalties and remove Products using the Artwork; and
Products and royalties relating to your other Artwork are not affected by that dispute.

3.8 Standard Rates and Adjustments
If Openhill introduces enhanced or limited-time bonus rates for exclusivity or special campaigns, those rates will be described separately, for example in a campaign-specific notice.
Unless otherwise stated in writing, the royalty structure in this Section 3 is the standard rate for all Products incorporating your Artwork.

3.9 Exclusivity Compliance and Loss of Exclusive-Rate Eligibility
Eligibility for the exclusive royalty rates described in this Section 3 is conditioned on your compliance with the merchandise exclusivity obligations in Section 2.
If Openhill reasonably determines, based on documented evidence, that you materially violated those exclusivity obligations by selling, licensing, manufacturing, distributing, or authorizing Competing Merchandise during the Exclusive Term, Openhill may give you written notice that the affected Artwork has lost eligibility for the exclusive royalty rate.
If Openhill makes that election:
royalties for the affected Artwork will be calculated at the applicable non-exclusive rate beginning on the date the breach occurred or, if that date cannot reasonably be determined, the date on which Openhill first documented the continuing breach;
royalties properly accrued before the breach are not forfeited;
the reduction in royalty rate does not convert Openhill’s license to non-exclusive status;
your exclusivity obligations continue unless the Artwork later converts to non-exclusive status under Section 2.3 or Openhill agrees otherwise in writing; and
Openhill does not waive any other rights or remedies available under this Agreement or applicable law.
A breach involving one Artwork does not automatically change the royalty status of your other Artwork.

4. Reporting and Payment

4.1 Reporting
Openhill will provide periodic statements summarizing sales and royalties for your Artwork, at intervals determined by Openhill, for example quarterly.

4.2 Payment Timing
Royalties are typically paid within a reasonable period after the close of each reporting period, allowing for returns, chargebacks, and other adjustments to settle.

4.3 Minimum Payment Thresholds
Openhill may establish a minimum payout threshold, for example a dollar amount, below which payments may be accrued and rolled forward to a later period. Any such threshold will be applied in a reasonable and non-discriminatory manner across similarly situated artists.

4.4 Payment Method
You will provide accurate payment and tax information, for example PayPal, bank transfer, or another approved method. Openhill is not responsible for delays or failures caused by incorrect, incomplete, or outdated payment or tax information that you provide.

4.5 Records and Calculations
Royalties are calculated based on Openhill’s good-faith tracking, attribution, and financial records.
If you believe there is a discrepancy in a royalty statement, you must notify Openhill in writing within ninety (90) days of the statement date and provide reasonable detail.
Absent clear evidence of error, Openhill’s records will control.

4.6 Adjustments and Offsets
Openhill may correct errors in royalty calculations and adjust royalties for refunds, chargebacks, fraudulent transactions, or similar reversals, and may increase or reduce any reserve included in Net Revenue for anticipated refunds, chargebacks, or similar reversals.
If adjustments would cause your account to have a negative balance for any period, Openhill may carry that negative balance forward and offset it against future royalties otherwise payable to you.

4.7 Unreachable Artist
If Openhill attempts in good faith to pay you for at least twelve (12) months but is unable to do so because your contact or payment information is missing, incorrect, or not functioning, Openhill may suspend further payment attempts until you provide updated information.
Accrued royalties will not be forfeited solely due to non-response, but Openhill will have no obligation to take additional steps to locate you beyond reasonable email-based or portal-based contact.

5. Artist Representations and Warranties
You represent and warrant that:
you own, or have sufficient rights to submit, all Artwork you provide to Openhill;
the Artwork does not infringe any copyright, trademark, moral right, privacy right, publicity right, or other third-party right;
any identifiable individuals or trademarks in the Artwork have all permissions, releases, or licenses required for the uses contemplated by this Agreement;
the Artwork is not defamatory, obscene, or otherwise unlawful;
you have not granted any rights that conflict with the rights granted to Openhill under this Agreement;
during any Evaluation Period or Exclusive Term, you will not sell, license, manufacture, distribute, or authorize Competing Merchandise in violation of Section 2; and
you are at least eighteen (18) years old, or you have the consent and supervision of a parent or legal guardian who is entering into this Agreement on your behalf.

6. Indemnity
You will indemnify, defend, and hold harmless Openhill and its affiliates, and their respective officers, directors, employees, and agents, from and against any claims, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:
your breach of this Agreement;
any claim that your Artwork infringes or misappropriates any third-party right or violates applicable law; or
your intentional misconduct or gross negligence in connection with this Agreement or the Program.
Openhill will promptly notify you of any claim for which it seeks indemnification and will reasonably cooperate at your expense in the defense, provided that your indemnity obligations will not be relieved by any delay in such notice unless you are materially prejudiced thereby.

7. Term and Termination

7.1 Term
This Agreement begins when you accept it as described in the opening paragraphs above, including by submitting Artwork through an online form that links to this Agreement, and continues until terminated in accordance with this Section 7.

7.2 Termination
Either party may terminate this Agreement prospectively by written notice, including by email.
Termination prevents new participation after the effective date of termination but does not revoke or terminate rights or licenses already granted for Artwork or Products prior to that date.

7.3 Effect of Termination
Upon termination:
existing exclusive or non-exclusive licenses for Artwork and Products survive in accordance with their applicable terms;
any existing Exclusive Term continues subject to the artist release mechanism in Section 2.3;
you continue to receive royalties at the applicable exclusive or non-exclusive rate for so long as Openhill continues selling Products that incorporate your Artwork under surviving license rights; and
Openhill may continue selling Products already derived from your Artwork, and developing future Products where permitted by the surviving license rights.

7.4 Survival
Sections that by their nature should survive termination, including without limitation Sections 2.2–2.6, 3, 4, 5, 6, 7.3–7.4, 8, and 9, will continue in effect after termination.

8. Relationship of the Parties
This Agreement does not create a partnership, joint venture, franchise, or employment relationship between you and Openhill.
You act as an independent contractor, and nothing in this Agreement authorizes either party to make commitments or representations on behalf of the other except as expressly stated.

9. Miscellaneous

9.1 Entire Agreement
This Agreement constitutes the entire understanding between you and Openhill regarding the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, on that subject.

9.2 Amendments
Openhill may update or replace this Agreement from time to time.
Openhill will indicate the “Last updated” date on the applicable agreement and may provide notice of material changes by email, through an artist account or portal, or through another reasonable communication method used for the Program.
Openhill may require you to affirmatively accept the then-current agreement as a condition of submitting additional Artwork or otherwise continuing future participation in the Program.

9.3 Assignment
You may not assign or transfer this Agreement, or any of your rights or obligations under it, without Openhill’s prior written consent.
Openhill may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization, sale of assets, or otherwise with reasonable notice to you.

9.4 Governing Law and Venue
This Agreement is governed by the laws of the State of Indiana, without regard to its conflict-of-law principles.
Any dispute, claim, or controversy arising out of or relating to this Agreement shall be brought exclusively in the state courts located in LaPorte County, Indiana, or, where federal jurisdiction exists, in the United States District Court for the Northern District of Indiana.
Each party consents to the personal jurisdiction and venue of those courts and waives any objection that such courts are an inconvenient forum.

9.5 Dispute Resolution
The parties will first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through informal discussions.
If the dispute is not resolved within a reasonable period, either party may pursue any rights and remedies available under applicable law in the courts identified in Section 9.4.

9.6 Confidentiality
“Confidential Information” means non-public business, financial, technical, or operational information that one party (“Disclosing Party”) discloses to the other (“Receiving Party”) in connection with this Agreement and that is marked or reasonably understood to be confidential, including non-public sales data or dashboards.
Confidential Information does not include information that:
(a) is or becomes publicly available through no fault of the Receiving Party;
(b) was already lawfully known to the Receiving Party without confidentiality obligations;
(c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or
(d) is rightfully received from a third party without confidentiality obligations.
The Receiving Party will use the Disclosing Party’s Confidential Information only as reasonably necessary to perform under this Agreement and will not disclose it to any third party except to employees, contractors, or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those here.
Either party may disclose Confidential Information when required by law, subpoena, or court order, provided it gives the other party reasonable notice, where legally permitted, to seek protective measures.
For clarity, nothing in this Section 9.6 restricts:
(i) your ability to publicly state that you work with Openhill or to share public product pages featuring your Artwork; or
(ii) Openhill’s ability to publicly list you as an artist, use your name and Artwork in accordance with Section 2.4, or disclose aggregated or anonymized data that does not reasonably identify you.

9.7 Disclaimers; Limitation of Liability
The Program, Products, and Openhill Channels are provided “as is” and “as available.”
Openhill does not warrant that any particular Product, listing, or channel will generate sales, traffic, or a minimum level of revenue for you, or that the Program will be uninterrupted or error-free.
To the maximum extent permitted by law, Openhill disclaims all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or related to this Agreement or the Program, even if advised of the possibility of such damages.
Except for your indemnity obligations under Section 6 and your breach of the license and exclusivity provisions in Section 2, each party’s aggregate liability to the other for all claims arising out of or related to this Agreement will not exceed the total royalties paid or payable by Openhill to you under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.
This limitation does not limit Openhill’s obligation to pay you any undisputed royalties properly due under this Agreement.

9.8 Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.

9.9 No Waiver
The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that provision or any other provision.

End of Agreement