Purpose Art Artist Agreement

This is the English version of the Bahasa Indonesia text. If the two differ, the Bahasa Indonesia version prevails (Article 9.5).

This agreement has two parts:

1. Master Agreement (Articles 1–9). Accepted once, when the Artist applies. It covers the general relationship: copyright, licence, authority to sell, payment and termination. An Artist cannot be approved as a Purpose Artist without accepting it.
2. Campaign Schedule (Schedule). Confirmed for each campaign before it is activated. It sets out the artwork, cause partner, number of pieces, price and locked revenue split. The licence and authority to sell apply only to the artwork named in a confirmed Campaign Schedule.

Both are accepted electronically on the Purpose website. Purpose keeps a record of the text version, the time and the accepting account.

Article 1. Parties and Definitions

Parties:

• [PT PERORANGAN NAME], a sole-founder limited liability company under Indonesian law, operating the Purpose Art platform ("Purpose").
• The Artist whose identity is recorded in their Purpose account and who accepts this agreement electronically ("Artist").

Definitions:

• Campaign: a programme selling one Collection to support one Cause Partner, as set out in the Campaign Schedule.
• Cause Partner: a non-profit organisation or social enterprise approved by Purpose that receives a share of every Campaign sale.
• Campaign Artwork: the base artwork and all layers (traits) the Artist uploads for a Campaign, and the combinations made from them.
• Collection: all Pieces produced from the Campaign Artwork, limited in number as set out in the Campaign Schedule.
• Piece: one unique digital artwork in the Collection, recorded on the blockchain as proof of ownership.
• Collector: a person or entity that owns one or more Pieces.
• First Sale: the first sale of a Piece. Resale: a sale of a Piece by a Collector through Purpose.
• Campaign Schedule: the schedule the Artist confirms for each Campaign.
• Merchandise: physical products featuring the Campaign Artwork, made through a print-on-demand partner.

Article 2. Copyright and Artist Warranties

1. The Artist keeps the copyright. This agreement does not transfer the copyright, moral rights or any other rights in the Campaign Artwork to Purpose or to any Collector.
2. Originality. The Artist warrants that the Campaign Artwork is the Artist's original work and that the Artist is entitled to grant the licence in this agreement.
3. No third-party rights. The Campaign Artwork does not infringe any copyright, trademark, privacy or other right of any person, and has not been licensed exclusively to anyone else.
4. Tools and materials. If the Artist uses tools (including AI tools), fonts, photographs or other materials, the Artist warrants that they have the right to use them commercially, and discloses them to Purpose when uploading the artwork.
5. Indemnity. The Artist is responsible for any third-party claim arising because a warranty in this Article is untrue, and holds Purpose harmless from any loss resulting from such a claim.

Article 3. Exclusive Licence to Purpose

1. Grant of licence. For each Campaign Artwork named in a confirmed Campaign Schedule, the Artist grants Purpose an exclusive, worldwide licence that may be sublicensed without restriction, to:
   1. combine the Campaign Artwork into Pieces as set out in the Campaign Schedule;
   2. reproduce, display and store the Pieces and the Campaign Artwork on the Purpose platform and on the blockchain;
   3. sell Pieces on the Artist's behalf under Article 4;
   4. make and sell Merchandise;
   5. use the Campaign Artwork and the Artist's name and profile to promote the Campaign, Purpose and the Cause Partner; and use the Campaign Artwork in products, services, applications, collaborations and other media, whether existing now or developed later.
2. Term of the licence. The licence in each Campaign Artwork starts when the Campaign Schedule is confirmed and continues for as long as any Piece from that Collection is in circulation, including for Resales.
3. Sublicensing. Purpose may sublicense all or part of the rights in Article 3.1 to anyone, for any use, without the Artist's consent, including to Collectors (within Article 5), production partners, Cause Partners, collaboration partners and application providers. Net proceeds from commercial sublicences go into the Campaign royalty pool and are split per the Campaign Schedule. Sublicensing never transfers copyright, and the Artist is always credited under Article 7.2.
4. Scope. This licence covers only the Campaign Artwork named in the Campaign Schedule. All other work of the Artist remains fully owned and controlled by the Artist.
5. Artist's own use. The Artist may still show the Campaign Artwork in their portfolio, exhibitions and social media, crediting Purpose and the Campaign.

Article 4. Authority to Sell: Purpose as Agent

1. Appointment as agent. The Artist appoints Purpose as exclusive agent to sell Pieces, in the name and on behalf of the Artist, in First Sales and Resales through the Purpose platform. Purpose does not buy or own the Pieces.
2. Price and method of sale. The First Sale price, number of Pieces and payment methods follow the Campaign Schedule. Resale prices are set by the selling Collector under the Purpose platform rules.
3. Receipt of funds. Purpose may receive payment from buyers on behalf of the Artist, the Cause Partner and the selling Collector. Their shares are funds held on their behalf, not Purpose's revenue, and are recorded separately in Purpose's books.
4. Purpose's commission. Purpose's fee as agent is Purpose's share under the Campaign Schedule.
5. Terms of sale to buyers. Purpose sets the terms of sale for buyers, including that sales are final except for duplicate payments or a Piece that fails to be issued.
6. Limits of authority. Purpose may not transfer copyright, grant licences outside Article 3, or create any other obligation in the Artist's name.

Article 5. Collector Rights and Blockchain Record

1. What the Collector owns. A Collector owns the Piece they bought, not the copyright in it.
2. Collector's permitted use. A Collector may keep and display the Piece for personal, non-commercial purposes (including on social media, crediting the Artist), and resell it through Purpose.
3. Restrictions on Collectors. A Collector may not use the Piece commercially, make merchandise, grant licences or claim authorship.
4. Record. Every Piece, and the revenue split of every sale, is recorded on the blockchain as proof of ownership and for transparency. A Piece is a certificate of ownership of a digital artwork, not an investment product, and can be transferred only through Purpose.
5. No promise of value. Neither Purpose nor the Artist promises that any Piece will increase in value.

Article 6. Revenue Share, Payment and Tax

1. Artist's share. The Artist receives a share of every First Sale and Resale as set out in the Campaign Schedule. The split is locked when the Campaign is activated and cannot be changed unilaterally.
2. Giving to the Cause Partner. The Artist may choose to give part or all of their share to the Cause Partner. The Artist's share is never transferred to Purpose.
3. Merchandise. Merchandise profit (sale price less production and shipping costs) goes into the Campaign royalty pool and is split per the Campaign Schedule.
4. Payment. Purpose pays the Artist's share in rupiah to the bank account registered in the Artist's name, once a month, no later than the 10th of each month, for all sales whose buyer funds Purpose received in the previous month. Bank transfer fees are borne by each recipient and deducted from the amount paid.
5. Tax. Purpose withholds any tax it is required to withhold under applicable regulations (for example income tax under Article 21, 23 or 26) and provides the withholding slip. The Artist is responsible for their own other tax obligations.
6. Reporting. The Artist can see every sale, their share and payment status in their Purpose account.
7. No guaranteed income. The Artist's income depends on sales. Purpose does not guarantee any number of sales or amount of income.

Article 7. Exclusivity, Credit and Content Standards

1. Exclusivity. While the licence is in force, the Artist will not sell, license or publish the Campaign Artwork (or a very similar version) as a digital artwork, NFT, print edition or merchandise anywhere else.
2. Credit. Purpose always credits the Artist by name on the Campaign page, every Piece and promotional materials.
3. Integrity of the work. Purpose does not alter the Campaign Artwork, other than combining layers under the Collection system and adjusting size or format for display and production.
4. Content standards. The Campaign Artwork must not contain unlawful content, pornography, hate speech, or anything that harms the Cause Partner.
5. Review. Purpose may reject, request changes to, or take down Campaign Artwork that breaches this Article or Article 2, with notice to the Artist.

Article 8. Term and Termination

1. Term. The Master Agreement starts when the Artist accepts it and continues until terminated.
2. Termination on notice. Either party may terminate the Master Agreement with 30 days' written notice (including by email or through the Purpose account).
3. Termination for breach. Either party may terminate immediately if the other party commits a material breach and does not remedy it within 14 days of being notified.
4. Before a Campaign is active. If this agreement ends before a Campaign is activated, any Campaign Schedule not yet active is cancelled and its licence does not apply.
5. After a Campaign is active. For a Campaign already active:
   1. Pieces already sold remain valid, and Collectors keep their rights, including reselling through Purpose;
   2. the licence and authority to sell continue for Resales and management of the Collection;
   3. sales of unsold Pieces and new Merchandise stop within 30 days, unless the parties agree otherwise;
   4. the Artist continues to receive their share of every sale under the Campaign Schedule.
6. Surviving provisions. Articles 2, 5, 6, 8.5 and 9 survive termination.

Article 9. General Provisions

1. Personal data. Purpose processes the Artist's personal data (identity, bank account, tax number) only to perform this agreement, pay the Artist and meet legal obligations, in line with Indonesia's Personal Data Protection Law (Law No. 27 of 2022).
2. Changes. Purpose may update the Master Agreement with 30 days' notice. Changes do not apply retroactively to a confirmed Campaign Schedule without the Artist's consent.
3. Governing law. This agreement is governed by the laws of the Republic of Indonesia.
4. Disputes. The parties will first try to settle any dispute amicably within 30 days. If they cannot, the dispute will be settled at the Denpasar District Court.
5. Language. This agreement is made in Bahasa Indonesia and English. If there is any difference, the Bahasa Indonesia version prevails.
6. Electronic acceptance. The Artist's acceptance by ticking the consent box and pressing the confirmation button on the Purpose platform is a valid electronic signature under Indonesia's Electronic Information and Transactions Law. Purpose keeps a record of the agreement version, time and accepting account, and the Artist can download a copy from their account at any time.
7. Severability. If any provision is invalid, the remaining provisions remain in force.

Schedule. Campaign Schedule

Filled in automatically by the platform for each Campaign, then confirmed by the Artist before the Campaign is activated.

By confirming this Campaign Schedule, the Artist grants the licence (Article 3) and authority to sell (Article 4) for the Campaign Artwork above.