VTR EPIG STUDIO PROGRAM / STUDIO AFFILIATE AGREEMENT
Whereas VITREONICS, a California Limited Liability Corporation, whose address is 826 Magnolia Street, South Pasadena, CA 91030 (hereafter referred to as “Vitreonics”), and “PARTICIPATING STUDIO,” (herein referred to as “Studio(s)”) (Definition: Any Studio agreeing to participate in the Vitreonics Studio Partner Program (herein referred as “VSPP”) or the Studio Affiliate Program (herein referred as “AP”), described herein, who has agreed to the terms of this Agreement by checking the appropriate box at the bottom of this document) (collectively referred to as the “Parties”), wish to jointly participate in the class entitled “Expressive Painting In Glass With Tim Carey” (herein referred to as “EPIG’), both Parties agree as follows:
EPIG is an online art-glass class hosted and taught by Tim Carey (herein referred to as “Tim”), which will be sold as either a package or the following individual components:
A. THE CLASS VIDEO
The foundational content of EPIG is a teaching video, which has been completely created and produced by Vitreonics (herein after referred to as “Video”). This Video was created for instructional and entertainment purposes. Students who buy single-person access to the Video will be provided with a unique weblink and password that will give them a single-person use license to have unlimited online access to the Video, which will be hosted on a secure, password-protected website controlled exclusively by Vitreonics.
The retail price for unlimited online access to the Video is currently set at Two Hundred Eight-Five Dollars ($285 USD).
The Video will consist of Eleven (11) chapters totaling approximately 150 minutes.
CHAPTER 1- DESIGN
CHAPTER 2- BLUEPRINT
CHAPTER 3-CUT AND PAINT
CHAPTER 4- MAKING PREMADES
CHAPTER 5- PLACING GLASS
CHAPTER 6- FRIT
CHAPTER 7- MORE FRIT
CHAPTER 8- REVEAL
CHAPTER 9- FINISHING
CHAPTER 10- CAPPING AND POLISHING
CHAPTER 11- ETCH AND INSTALL
B. THE CLASS ZOOM MEETINGS
Students who also want to purchase single-person access to the Class Zoom Meetings will sign up for a specific Class Group to be capped at 150 students. Each Class Group will attend Two (2) Zoom Meetings, approximately Four (4) weeks apart, which will be hosted and moderated by Tim, Vitreonics and their team. Each Class Group will be assigned a unique label to identify the group. For example, the first Class Group will gather online for their First Zoom Meeting (Watch Party) on 10/20/23. This meeting will be called EPIG-231020A.
- First Zoom Meeting (The “Watch Party”) – In the First Zoom Meeting, students will have the opportunity to watch a shortened version of the class Video, ask Tim questions, and receive advice and instruction before they begin their project.
- Second Zoom meeting (The “Artists’ Critique”) – In the Second Zoom Meeting, students will be given an opportunity to discuss their completed and/or in-progress work, and receive feedback from Tim. To create smaller critique groups, there will be three (3) date options for the Second Zoom Meeting. For example, the first Class Group will gather online for their Second Zoom Meeting on either 11/17/23, 11/18/23, or 11/19/23. These meetings will be called, respectively EPIG-231020B1, EPIG-231020B2, and EPIG-231020B3.
- Zoom Office Hours - In addition to the above Zoom meetings, Tim will also be providing Zoom Office Hours to all Students who purchase single-person access to the Class Zoom Meetings. The office hours will be bi-monthly Two (2) hour Zoom meetings to give students additional feedback on their progress. The dates and times of these Zoom Office Hours shall be scheduled at Tim’s discretion before the First Zoom Meeting of each Class Group.
The retail price for single-person access to the Two (2) Zoom Class Meetings and Zoom Office Hours is currently set at One Hundred Dollars ($100 USD) IF purchased as part of a package at the original time of purchase with the Video access. Access to these Class Zoom Meetings and Zoom Office Hours can be purchased at any other time after the original purchase of Video access, however, the retail price in these instances is currently set at One Hundred Fifty Dollars ($150 USD).
* Studios are not required to participate, give instruction, or host these Zoom Meetings.
C. THE STUDIO PARTNER PROGRAM AND STUDIO AFFLIATE PROGRAM
One of the main goals of the EPIG class is to provide opportunities for students who either do not have access to studio space and kilns, and/or would prefer to work as part of a group in learning these new techniques. Each Student who purchases access to the VSPP shall be provided workspace, kiln space, and twenty-four (24) hours of working time in all of our participating partner Studios, in order to create their project (further described herein below).
Studio fees, material fees, student work times and dates shall be decided by the Studios, at their discretion. However, Studios must chose and list all of these details on the Vitreonics Studio Portal (within the Vitreonics’ website) prior to participating in any available Vitreonics Class Groups. (See herein below in Section D. 3 for more details on Studios’ Responsibilities)
Studio booking fees and Studio material fees purchased by Students through the Vitreonics website will be refundable for up to 72 hours after purchase.
* Vitreonics recommends that Studios create availability for multiple students to work together at the same time, with the goal of creating a collaborative group environment as well as an economical use of workspaces.
Studios who choose to create a profile on the Studio Portal, but opt to schedule studio time directly with Students (not through the Studio Portal), may opt out of the VSPP thereby resulting in “Studio Affiliate” or “AP” status .
ALL STUDIOS who create a profile, but DO NOT schedule group availability, will be assigned “AP” status, and students will be directed to contact the Studio directly to schedule working time.
Studio Affiliates may become Studio Partners at any time by submitting a Class Group(s) through the Vitreonics Studio Portal.
D. SERVICES, RIGHTS AND RESPONSIBILITIES
- Vitreonics Services, Rights and Responsibilities:
- Vitreonics shall own and retain full and exclusive distribution rights in and to the Video. The retail price to have single-person access to the Video is currently set at Two Hundred Eighty-Five Dollars ($285 USD) and shall include a Class Syllabus and access to a private Facebook group.
- Vitreonics shall provide Studios with all the EPIG marketing materials, (logos, photos, videos, etc.) so that Studios can market the EPIG class to their customers.
- Vitreonics shall provide Studios with a Studio Profile Page, which will be hosted within the Studio Portal section of the Vitreonics website. This Profile Page can be customized by each Studio. In addition, a Dashboard will display the status of each Studio’s bookings to date, as well as ongoingly calculate and display the current total earnings to date for each Studio from their participation in the VSPP and/or AP.
- Vitreonics shall provide unique affiliate links to all Studios who wish to market the EPIG class, whether they participate in the VSPP or the VSPP, to track all sales originating from their unique links. All Studios who do participate in the VSPP will be automatically enrolled into the VP.
- Vitreoncis shall maintain a Studio calendar on the Vitreonics website for all the available Student slots and time slots which have been agreed to by the Studios prior to each Class Group. All Students who wish to participate in the VSPP must purchase their access to the VSPP and book their studio time slots directly through the Vitreonics website ONLY.
- Virteonics shall receive and retain all payments and tuition fees from Students who purchase the Video access, the Class Zoom Meeting access, the Painterly Glass Kit (described herein below) and/or studio time as part of the VSPP.
- Vitreonics shall remit payments to Studios from Students who purchase the VSPP access based upon the following schedule:
- On the last day of each month (starting September 2023) final sales of all studio time and materials fees that Vitreonics collected in that month from all students who booked time in the Studio will be tallied up. A 50% (Fifty percent) payment will be made to the Studio within 72 (Seventy-Two) hours of this day.
- Within 72 (Seventy-Two) hours after the completion of the second Zoom Meeting of each Class Group, the remaining 50% (Fifty percent) of studio time fees and materials fees collected by Vitreonics (from students in that particular Class Group) will be paid to the Studio.
- Vitreonics’ Affiliate Program
- Studios who agree to participate in the VSPP, by checking the appropriate box at the bottom of this document, will be automatically enrolled into the Vitreonics Affiliate Program (AP), which will pay all participating Studios a commission on all sales that originate from that Studio. Once a Studio is enrolled into the AP, Vitreonics will provide the Studio with a unique affiliate link to include on their website, social media platforms, etc. to uniquely track all the sales activity that originates from that link. Vitreonics will also provide Studios with all of the marketing materials and instructions they will need to market the EPIG class.
- Studios who choose to create a profile on the Studio Portal, but opt to schedule studio time directly with Students (not through the Studio Portal), may opt out of the VSPP thereby resulting in “Studio Affiliate” or “AP” status .
- ALL STUDIOS who create a profile, but DO NOT schedule group availability, will be assigned “AP” status, and students will be directed to contact the Studio directly to schedule working time.
- AP Compensation
- Class Video access sales originating from a Studio affiliate link will pay a 15% (Fifteen Percent) commission.
Access to the Class Video will be available to Students on 10/6/2023 and thereafter. Once a Student receives their special login link to access the Class Video, the $285 (Two-Hundred Eighty-Five Dollars USD) fee a Student paid to Vitreonics for this access will be non-refundable to the Student and the 15% studio commission will be locked in.
- Class Zoom Meeting access sales originating from a Studio affiliate link will pay a 15% (Fifteen Percent) commission.
All sales of the Class Zoom Meetings for the package price (with Class Video access) of $100 (One Hundred Dollars USD) or the stand-alone price (without the Class Video Access) of $150 (One-Hundred Fifty Dollars USD) shall be final once the login link to access the Class Video has been sent to Students on or after 10/6/2023. After this point, the fee will be non-refundable to Students and 15% studio commission will be locked in.
- Sales of Vitreonics Painterly Glass Kit (hereinafter referred to as “VTR Kit”) originating from a Studio affiliate link will pay a 15% (Fifteen Percent) commission.
The VTR Kit is a curated assortment of sheet glass, frit and glass paint packaged in a specialty Vitreonics box. The retail price of the VTR Kit is currently set at Four hundred Ninety-Five Dollars ($495 USD).
- Affiliate compensation will be paid quarterly based on the following:
- January through March activity – report and remittance due by April 30th
- April through June activity – report and remittance due by July 31st
- July through September activity – report and remittance due by October 31st
- October through December activity – report and remittance due by January 31st
- Studios Services, Rights and Responsibilities:
- For each Student who purchases and books time with the Studio through the VSPP on the Vitreonics website, Studios shall provide the proper amount of workspace and kiln space for each Student to work on their EPIG project. Additional amenities (light tables, tools, etc.) are optional and can be listed in the Studio Profile, located in the Studio Porta of the Vitreonics website.
- For Students who follow along with the Class Video to make their version of Tim’s 10” x 10” section of his piece he teaches in detail, Vitreonics believes it will take that student 24 hours to complete their piece. Therefore, Vitreonics requires all Studios participating in the VSPP provide each student who books time with them for an EPIG project with a guarantee of 24 (Twenty-Four) hours of total studio time. The allocation of these hours will be determined by the Studio. However, in the event that a student wishes to make their own piece (not the 10” x 10” section) or needs more than 24 hours to complete their 10” x 10” piece, it is up to the Studio and the Student to figure out the additional studio time and associated costs.
- For each Student who purchases and books time with the Studio through the VSPP, Studios shall create guaranteed available time slots for each Student to work on their EPIG project.
- For each Class Group (usually spanning around a Four (4) week period) that a Studio decides to participate in, Studios shall agree to the number of Students they will host in each Class Group prior to Vitreonics unlocking that new Class Group option for sale. For example, a Studio may agree to create a group of 5 student slots for a certain Class Group, and allocate 4 days within a month at 6 hours each day for this group. If any of the 5 student slots are not sold by the date of the First Zoom Meeting for that Class Group, Studios may reclaim these unused student slots to use as they wish. To reiterate, all student slots that the Studio agrees to provide for each Class Group must remain available to potential EPIG students until AFTER the date of the First Zoom Meeting.
- Studios shall agree to use ONLY the marketing materials, (logos, photos, videos, etc.) provided by Vitreonics to market the EPIG class to their customers.
- For all Students who book time with a Studio through the VSPP, Studios shall agree to ONLY provide Studio access, work space and kiln space to individuals who have purchased single-person access to the EPIG Video prior to working at the Studio. While students may work together in the Studio using the same video, they MUST have each purchased their own single-person Video access to participate in the class.
E. GOOD FAITH AGREEMENT:
In all matters relating to this Agreement, and in all other respective dealings under or in connection with this Agreement, the Parties agree to act in good faith and with fair dealings toward one another. Additionally, the Parties agree to maintain regular communication as needed in all matters associated with this Agreement.
F. SERVICE FEES AND RETAIL PRICESS: Vitreonics will not be issuing a transaction service fee for payments made through the Vitreonics website at this time. However, Vitreonics reserves the right to issue a reasonable service fee in the future at their sole discretion. Additionally, Vitreonics reserves the right to adjust their prices, at their sole discretion, as needed to meet new demands or changing market conditions. Studios will be alerted if and when any such reasonable service fees are added or price adjustments are made.
G. LIMITATIONS: Vitreonics and Studio shall both take reasonable efforts to prevent the sharing, downloading, or copying of the Class Video or Class Materials outside of the agreed-upon distribution methods.
H. COPYRIGHT: Vitreonics shall retain all rights, titles, and interests in and to the Class Video and the EPIG Class as a whole not expressly described in this Agreement herein. Such rights are protected by the United States and International Copyright laws and international treaty provisions.
I. WARRANTY: Vitreonics and Studio each agree to indemnify, hold harmless and defend the other from and against any and all claims, complaints, liability, losses, damages, costs and expenses including attorney fees, arising out of the use of the Class Video (as distributed and reproduced in any media format known today or in the future), the Zoom Class Meetings, the VTR Glass Kit, the VSPP, or the AP in perpetuity.
J. RELATIONSHIPS: Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
K. SEVERABILITY: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties.
L. INTEGRATION: Excluding Vitreonics adding a reasonable service fee to future transactions or increasing their prices in the future as needed (described herein above), this Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended, except as agreed to in writing by both parties (with email sufficing for such approval purposes).
M. WAIVER: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
N. JURISDICTION: Both parties will comply with applicable local and state laws and regulations in their performance of the Agreement obligations. This agreement shall be governed by the laws of the State of California, if allowed in the applicable jurisdiction, without reference to rules governing choice and/or conflicts of law.
This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. By checking the appropriate box below, each party agrees that they have the full authority to enter into this Agreement on behalf of themselves or the company / entity they represent, and each party agrees fully to the terms of this Agreement.
By agreeing to these terms, you are also agreeing to the terms contained in the Affiliate Terms and Conditions listed here