TERMS OF USE

---

Thank you for visiting this Site, which is owned and operated by Artwork Network, LLC (“Artwork Network”). These Terms of Use govern your use of this Site.

Last Updated:

March 12, 2019

Your Acceptance of These Terms of Use

These Terms of Use apply to all Users of this Site. By accessing or using this Site or the Services; by purchasing or selling a Work or Digital Work on or through the Site or the Services; or by posting any Content on the Site, you are agreeing to comply with and be bound by these Terms of Use. If you do not agree to these Terms of Use, then you may not access or use this Site. Any capitalized terms not defined within these Terms of Use have the meanings set forth in the Definitions section.

Your Acceptance of Our Privacy Policy

By agreeing to these Terms of Use, you agree to the terms of our Privacy Policy, which is expressly incorporated herein. Before using this Site, please carefully review our Privacy Policy. All personal information provided to us as a result of your use of this Site will be handled in accordance with our Privacy Policy. To the extent there are inconsistencies between these Terms of Use and our Privacy Policy, these Terms of Use control.

Your Consent to Other Agreements

When you sign up to use a special feature of this Site, you may be asked to agree to special terms governing your use of the special feature. In such cases, you may be asked to expressly consent to the special terms, for example, by checking a box or clicking on a button marked “I agree.” This type of agreement is known as a “click-through” agreement. If any of the terms of the click-through agreement are different than the terms of these Terms of Use, the terms of the click-through agreement will supplement or amend these Terms of Use, but only with respect to the matters governed by the “click-through agreement.”

Ownership of this Site and its Content

This Site, including all its Content is protected under applicable intellectual property and other laws, including without limitation the laws of the United States and other countries. All Content and intellectual property rights therein are the property of Artwork Network, or the material is included with the permission of the rights owner and is protected pursuant to applicable copyright and trademark laws.

The presence of any Content on this Site does not constitute a waiver of any right in such Content. You do not acquire ownership rights to any such Content viewed through this Site. Except as otherwise provided herein, none of this Content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our express prior written permission.

Permission is hereby granted to the extent necessary to lawfully access and use this Site and to display, download, or print portions of this Site on a temporary basis and for your personal, educational, noncommercial use only, provided that you (i) do not modify the Content; (ii) you retain any and all copyright and other proprietary notices contained in the Content; and (iii) you do not copy or post the Content on any network computer or broadcast the Content in any media.

Registration

Eligibility Requirements. By your access or use of the Site (including the Services), you represent and warrant that you are 18 years of age or older and are not a person barred from receiving services under the laws of the United States or other applicable jurisdictions. By using the Site, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site’s registration form (such information being the “Customer Data”) and (b) maintain and promptly update the Customer Data to keep it true, accurate, current and complete.

Create a User Account. To list any Work or Digital Work or to make a purchase of any Work or Digital Work through the Site and Services, you must first create an account by completing our registration process. During the registration process you will be required to provide certain information, and you will establish a username and a password. Upon completion of our registration process you will become a “User.” You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Artwork Network reserves the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.

Our Account Rights. We have the right to disable any username, password, or other identifier at any time, as well as the right to suspend or terminate your account and refuse any and all current or future use of the Services or Site, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Seller Terms & Conditions

The Seller Terms and Conditions apply to all users who use the Site or Services to facilitate the sale of their Works or Digital Works.

Seller Warranties and Responsibilities. You acknowledge and agree that you are solely responsible for all Works or Digital Works that you make available through the Site. Accordingly, you represent and warrant that: (i) as to Works that you make available through the Site and Services, you are the creator of all such Works and you are the sole and exclusive owner of all such Works; (ii) as to Digital Works that you make available through the Site and Services, you are either the sole and exclusive owner of all such Digital Works or you have all rights, licenses, consents and releases that are necessary to grant to Artwork Network the rights in such Digital Works as contemplated under these Seller Terms and Conditions; and (iii) neither the Works nor Digital Works that you make available through the Site and Services nor Artwork Network’s use and exploitation thereof as contemplated under these Seller Terms and Conditions will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or any other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Artwork Network as a Reseller. If you submit a listing for Work(s) or Digital Work(s), you hereby appoint Artwork Network as an independent non-exclusive reseller with the right to resell such Work(s) or Digital Work(s) through the Site and Services (collectively, “Online Sales”) as well as through Artwork Network’s physical gallery (hereinafter, “Offline Sales”), and you hereby grant Artwork Network a worldwide, transferable, nonexclusive, right and license, with a right to sublicense, to: (i) use, reproduce, distribute, publicly perform and publicly display copies of the Work or Digital Work through Online Sales channels; and (ii) access, view, use, crop, resize, copy, distribute, license, publicly display, publicly perform, transmit and broadcast copies of the Work or Digital Work in any form, medium or technology now known or later developed for the purpose of promoting Artwork Network, the Site and the Services. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis and that your sole compensation for the grant of such license rights, if any, will be in the form of a check or a direct deposit to your designated financial account (hereinafter, “Bank Account”) from Artwork Network, which is payable only upon the sale through the Online Sales Channel and purchaser’s receipt of shipment of a Work or Digital Work from seller.

Pricing for Seller Works or Digital Works. Artwork Network does not charge listing fees to sell Works or Digital Works, and instead, offers User Subscription Level Pricing for the Services. We do, however, charge a fee for referring the purchaser to you, the seller (hereinafter, a “Referral Commission”), consistent with the User Subscription Level Pricing upon the sale of any Work or Digital Work through the Site. We reserve the right to change our Referral Commission fees, and any changes in such fees are effective after we provide you with at least 14 days’ notice by posting the changes on the Site.

Automatic Renewal of Subscription. Your subscription to use the Services to sell Works or Digital Works will automatically renew each month (or year, if you select the annual option) until terminated by you or by Artwork Network. The initial recurring charges for your subscription will be set forth during the purchase process. The amount you are charged may vary depending on the preferences you select, and Artwork Network may adjust such recurring charges from time to time in accordance with the Pricing for Seller Works or Digital Works section, above. See the Cancellation of Subscription section, below, for instructions as to how to cancel a subscription.

Free or Discounted Trial Subscriptions. From time to time, Artwork Network may offer seller a free or discounted subscription to use the Services to sell Works or Digital Works. The free or discounted trial subscription will last for one month, or as otherwise specified during the purchase process and it is intended to allow you to try the service at a reduced cost or no cost. We reserve the right to revoke the free or discounted trial and put your account on hold in our sole discretion. We will charge you for your subscription at the end of the free or discounted trial period for the User Subscription Level Pricing you select unless you cancel prior to the end of the free or discounted trial period.

Cancellation Subscription You may cancel your subscription (or a free or discounted trial subscription) at any time, and you will continue to have access to the Services through the end of your monthly billing period. If you have an annual subscription, you may still cancel at any time and you will be refunded the pro-rated price for the remaining months left in your annual subscription, accounting for the day of the month on your annual subscription, minus any discounts that we gave you for choosing an annual membership. To cancel, go to the dashboard within the Site, click on “My Account,” choose the dropdown to select “Account Settings” and click “Cancel my Subscription.” If cancellation occurs after the billing date the cancellation request will be processed for the next scheduled billing date. You are responsible for all charges (including any applicable taxes and other charges) incurred with respect to any order processed prior to the cancellation of your monthly subscription.

Changes to the Price and Subscriptions. We reserve the right to change our Referral Commission fees, and any changes in such fees are effective after we provide you with notice. Additionally, we reserve the right to temporarily change the fees for our Services for promotional events or additional Services, and such changes are effective when we provide you with notice.

Refunds and Discounts. Payments for the monthly subscriptions are nonrefundable and there are no refunds or credits for partially used periods, except as expressly provided herein. Following any cancellation, however, you will continue to have access to the Services through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our sellers (“Credits”). The amount and form of such credits, and the decision to provide them, are at our sole discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

Other Billing Information. Unless otherwise stated, all fees are in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with our Site and Services in a timely manner. For typical transactions the Referral Commission will be automatically deducted prior to depositing funds in your Bank Account. We reserve the right, in certain circumstances, including but not limited to fraudulent activities, to recover or apply additional fees to your seller account. If you are a seller of Works or Digital Works, you acknowledge that Artwork Network will withhold the taxes required to be withheld from the payments Artwork Network makes to you. Seller must fill out appropriate tax forms prior to any commissions being paid. It is seller’s responsibility to obtain the appropriate tax forms. Commissions for purchased Works or Digital Works will be paid to sellers as follows:

• Sellers residing within the United States must complete a W9 tax form from the IRS
• Sellers residing outside of the United States must complete a 1042 form

Unless otherwise stated by Artwork Network, the following paragraph shall apply.

Artwork Network and/or its third party service providers will be responsible for collecting billing and shipping information from the purchaser and for processing payment for such purchases through the Site and Services. For purchases made through Offline Sales, the Artwork Network’s Offline Sales Partner will be responsible for collecting billing and shipping information, as applicable, from the purchaser and for processing payments. Artwork Network or its Offline Sales Partner will share purchaser’s related shipping information and contact details, if necessary, with seller. Once seller receives the shipping information, seller shall be responsible for shipping the purchased Work(s) or Digital Work(s) to the purchase, with shipping type at the seller’s discretion, so that purchaser receives the Work(s) or Digital Work(s) within 14 business days of the sale. Artwork Network or its Offline Sales Partner will remit applicable payments (purchase price minus any Referral Commission(s)) relating to such purchased Work(s) or Digital Work(s) to seller thirty (30) days after we receive confirmation that purchaser received the Work(s) or Digital Work(s).

Purchaser Terms & Conditions

The Purchaser Terms and Conditions apply to all users who use the Site or Services to facilitate the purchase of any Works or Digital Works.

Cancellations. Artwork Network reserves the right to cancel any order for any Work or Digital Work placed through the Site and Services if Artwork Network determines, in its sole discretion, that the item is mispriced, out of stock, discontinued, or otherwise unavailable at the price listed through the Site and Services. If Artwork Network cancels an order placed through the Site and Services, Artwork Network will send you an email confirmation of such cancellation and you will not be charged for your order.

Returns. Please review our Return Policy for information on returning Works or Digital Works.

Taxes and Other Applicable Fees. All prices, Referral Commissions, fees and other amounts referred to in these Terms, including any prices, Referral Commissions and fees set forth on the Site, are stated in U.S. dollars and do not include any sales, use, value added ("VAT"), goods and services ("GST") or similar taxes or withholding taxes or any customs, duties or tariffs that may be assessed by any governmental tax authority or that are otherwise payable under applicable law with respect to the purchase, sale and licensing transactions contemplated hereunder.

If you are a purchaser of Works or Digital Works, you acknowledge that Artwork Network will add taxes to the amounts charged, as a separate charge, when required or when allowed to do so. Each party will be responsible for complying with any and all obligations imposed on it under applicable law with respect to the collection and payment of any taxes. Each party will cooperate with the other party, and furnish the other party with any customary written documentation or forms required under applicable law to enable the other party to comply with such obligations or to exercise any rights available under applicable law to minimize or to qualify for an exemption from any such obligations.

Sellers’ and Purchasers’ Obligations to Safeguard Personal Information

If you receive purchasers’ contact and shipping information as necessary to facilitate purchases of Works or Digital Works, then you must only use and disclose such personal information as necessary to facilitate the transaction or to have any communications with Artwork Network regarding the transaction. If you receive sellers’ contact and shipping information as necessary to facilitate returns, when permitted, of Works or Digital Works, then you must only use and disclose such personal information as necessary to facilitate the transaction or to have any communications with Artwork Network regarding the return. Both purchasers and sellers receiving personal information agree to comply with any applicable laws regarding the handling of such personal information.

Purchases by Users Independent of the Site and Services

If you are a User who has submitted a listing for a Work or a Digital Work and you have been contacted through the Site and Services by another User with respect to purchasing either of the foregoing, you may not sell such Work or Digital Work to such User independent of the Site and Services. Similarly, if you are a User and desire to purchase a Work or Digital Work for which another User has submitted a listing, you may not purchase such Work or Digital Work from such User independent of the Site and Services.

Display

You understand and agree that Artwork Network uses commercially reasonable efforts to display any colors and textures of Works and Digital Works accurately through the Site and Services. However, because individual computer monitors may display colors and textures differently, Artwork Network is not responsible for the color or texture accuracy of any Works and Digital Works displayed on the Site and Services, and disclaims all liability in this regard.

Trademarks

The Artwork Network names and logos, all product and service names, all graphics, all button icons, and all trademarks, service marks and logos appearing within this Site, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of Artwork Network. All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated within this Site are the property of their respective owners. You are not authorized to display or use the Artwork Network marks in any manner without our prior written permission. You are not authorized to display or use trademarks, product names, company names, logos, service marks and/or trade dress of other owners featured within this Site without the prior written permission of such owners. The use or misuse of the Artwork Network marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited.

Responsibility for User-Generated Content Posted on or Through this Site

Users’ Responsibility for User-Generated Content. You are responsible for User-Generated Content that you post. Under no circumstances will we be liable in any way for any UGC.

This means that you, not Artwork Network, are entirely responsible for all UGC that you post and that you can be held personally liable for comments that are defamatory, obscene, or libelous, or that violate these Terms of Use, an obligation of confidentiality, or the rights of others. If any part of the UGC you post is not your original work, it is your responsibility to obtain any necessary permission to post it.

Because we do not control the UGC posted on or through this Site, we cannot and do not warrant or guarantee the truthfulness, integrity, suitability, or quality of that UGC. You also agree and understand that by accessing this Site, you may encounter UGC that you may consider to be objectionable. We have no responsibility for any UGC, including without limitation any errors or omissions therein. We are not liable for any loss or damage of any kind you may claim was incurred as a result of the use of any UGC posted, emailed, transmitted or otherwise made available on or through this Site. The UGC posted on or through this Site expresses the personal opinions of the individuals who posted it and does not necessarily reflect the views of Artwork Network or any person or entity associated with Artwork Network.

Right to Use User-Generated Content. You own User-Generated Content, but we may use it. You own the copyright in any original UGC you post. We do not claim any copyrights in UGC. However, by using this Site you are granting us and our subsidiaries, affiliates, successors and assigns, a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, distribute, publicly display and perform, publish, transmit, remove, retain repurpose, and commercialize UGC you post in any and all media or form of communication whether now existing or hereafter developed, without obtaining additional consent, without restriction, notification, or attribution, and without compensating you in any way, and to authorize others to do the same. For this reason, we ask that you not post any UGC that you do not wish to license to us, including any photographs, videos, confidential information, or product ideas.

Right to Disclose User-Generated Content. We may disclose and/or remove User-Generated Content. Artwork Network has certain rights. We have the right (but do not assume the obligation) to:

• monitor all UGC;
• require that you avoid certain subjects;
• remove or block any UGC at any time without notice at our sole and absolute discretion;
• disclose any UGC and the identity of the user who posted it in response to a subpoena or whenever we believe that disclosure is appropriate to comply with the law or a court order, to prevent or investigate a possible crime or other violation of law, to protect the rights of Artwork Network or others, or to enforce these Terms of Use; and
• terminate your access to and use of this Site, or to modify, edit or block your transmissions thereto in our sole discretion.

You agree that our exercise of such discretion shall not render us the owners of UGC you post, and that you will retain ownership thereof as described above.

Restrictions on User-Generated Content. It is a condition of these Terms of Use that you do not:

• upload, post, transmit or otherwise make available
• any UGC that is unlawful, harmful, hateful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, pornographic, profane, racially disparaging, indecent, or invasive of another’s privacy;
• any UGC that constitutes or encourages activity illegal under criminal or civil law;
• any UGC that is false, misleading, or fraudulent;
• any UGC that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• any UGC that violates or infringes upon the rights of others, including UGC which violates the patent rights, copyrights, trademark rights, privacy rights, publicity rights, trade secret rights, confidentiality rights, contract rights, or any other rights of any individual, living or deceased, or any legal entity;
• any UGC that contains the image, name or likeness of anyone other than yourself, unless (i) that person is at least eighteen years old and you have first obtained his/her express permission or (ii) that person is under eighteen years old but you are his/her parent or legal guardian;
• any request for or solicitation of any personal or private information from any individual;
• any request for or solicitation of money, goods, or services for private gain;
• any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
• any UGC that contains advertising, promotions or marketing, or which otherwise has a commercial purpose;
• impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; or
• violate any local, state, national or international law, rule or regulation.

By posting User-Generated Content, you represent and warrant that (i) you own or otherwise control all of the rights to the UGC and have the right to grant the license set forth in these Terms of Use; (ii) the UGC is accurate, and (iii) you have read and understood—and your UGC fully complies with—these Terms of Use and applicable laws and will not cause injury to any person or entity.

Removal of Content

In General. You can seek removal of objectionable UGC by contacting us using the information provided below. We will review all such requests and will remove UGC that we determine should be removed, in our sole discretion and in accordance with these Terms of Use and applicable law. Please be aware, however, that if the UGC has already been distributed to other websites or published in other media, we will not be able to recapture and delete it. Also, a back-up or residual copy of the UGC we remove from this Site may remain on back-up servers.

Violation of Copyrights. Artwork Network does not knowingly violate or permit others to violate the copyrights of others. We will promptly remove or disable access to material that we know is infringing or if we become aware of circumstances from which infringing activity is apparent.

If you are requesting removal of content because of a violation of your copyrights, please note that the Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your own work, or the work of a third party for whom you are authorized to act, is featured on this Site or has been otherwise copied and made available on this Site in a manner that constitute copyright infringement, please notify us immediately. Your notice must be in writing and must include:

• an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest;
• a description of the copyrighted work that you claim has been infringed;
• a description of where the material that you claim is infringing is located on this Site (including the URL, title and/or item number if applicable, or other identifying characteristics);
• your name, address, telephone number, and email address, and, if you are not the owner of the copyright, the name of the owner; and
• a written statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Your statement must be addressed as follows:

Alan Kircher, Copyright Agent
Artwork Network, LLC
alan@artworknetwork.com

Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident.

Your Feedback

Although we do not claim ownership of User-Generated Content you post using this Site, the Feedback you provide to us through this Site will be and remain our exclusive property. Your submission of Feedback will constitute an assignment to us of all worldwide rights, title and interests in your Feedback, including all copyrights and other intellectual property rights in your Feedback. We will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any Feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any Feedback that you do not wish to assign to us.

Your Obligations

In consideration of your use of this Site, you agree that to the extent you provide personal information to Artwork Network it will be true, accurate, current, and complete and that you will update all personal information as necessary.

To the extent you create an account through this Site, you understand and agree that any account you create, including your username and password, are personal to you and may not be used by anyone else. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password by you or by anyone else using your username and password, whether or not authorized by you. You agree to change your password immediately if you believe your password may have been compromised or used without authorization. You also agree to immediately inform us of any apparent breaches of security such as loss, theft or unauthorized disclosure or use of your username or password by contacting us using the information provided below. Until we are so notified you will remain liable for any unauthorized use of your account.

You agree to use this Site in a manner consistent with any and all applicable rules and regulations. You agree not to upload or transmit through this Site any computer viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer. Any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to this Site is strictly prohibited. We reserve all rights and remedies available to us.

DISCLAIMERS

WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SITE OR ITS CONTENT, OR ANY PRODUCT OR SERVICE AVAILABLE ON OR PROMOTED THROUGH THIS SITE. THIS SITE AND ALL OF ITS CONTENT (INCLUDING USER-GENERATED CONTENT) ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, ARTWORK NETWORK, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS SITE, ITS CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE OR PROMOTED THROUGH THIS SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ARTWORK NETWORK, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) RELATING TO THE SECURITY OF THIS SITE; (C) THAT THE CONTENT OF THIS SITE IS ACCURATE, COMPLETE OR CURRENT; OR (D) THAT THIS SITE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION OR ERROR.

WE DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THIS SITE WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES).

ARTWORK NETWORK DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR STATEMENTS, ADVICE AND OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED ARTWORK NETWORK SPOKESPERSONS. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE OR OPINIONS CONTAINED IN USER-GENERATED CONTENT AND SUCH STATEMENTS, ADVICE AND OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE AND OPINIONS OF ARTWORK NETWORK. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. YOU ACCEPT THAT OUR SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES, SO ALL OR PART OF THIS DISCLAIMER OF WARRANTIES MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS WE, ON BEHALF OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES; LOSS OF USE; LOSS OF DATA; LOSS CAUSED BY A VIRUS; LOSS OF INCOME OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; CLAIMS OF THIRD PARTIES; OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS.

IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASED PARTIES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED TEN DOLLARS ($10.00).

This Site gives you specific legal rights and you may also have other rights which vary from country to country. Some jurisdictions do not allow certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in these Terms of Use may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions set out in these Terms of Use shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. Your statutory rights as a consumer, if any, are not affected by these provisions, and we do not seek to exclude or limit liability for fraudulent misrepresentation.

Links to Third-Party Websites

This Site may provide links to other websites operated by third parties. Because we have no control over third-party websites, we are not responsible for the availability of those websites and do not endorse and are not responsible or liable for any content, advertising, services, products, or other materials on or available from such websites. Artwork Network shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from such websites. These Terms of Use do not apply to your use of third-party websites; your use of such websites is subject to the terms and policies of the owner of such websites.

Modification and Discontinuation

We reserve the right at any time and from time-to-time to modify, edit, delete, suspend or discontinue, temporarily or permanently this Site (or any portion thereof) and/or the information, materials, products and/or services available through this Site (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Site.

Waiver

Our failure at any time to require performance of any provision of these Terms of Use or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by Artwork Network of any breach of any provision of these Terms of Use or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these Terms of Use.

Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Use will remain in full force and effect.

Governing Law, Jurisdiction and Venue

These Terms of Use will be governed under the laws of the State of Colorado without regard to its conflicts of law provisions. All actions or proceedings arising out of or relating to these Terms of Use will be venued exclusively in state or federal court in the City and County of Denver, Colorado. You hereby irrevocably consent and submit to the personal jurisdiction of said courts for all such purposes. However, we retain the right to bring legal proceedings in any jurisdiction where we believe that infringement of these Terms of Use is taking place or originating.

Indemnity

You agree to indemnify and hold Artwork Network, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of this Site in violation of these Terms of Use and/or arising from a breach of these Terms of Use and/or any breach of your representations and warranties set forth above and/or if any material that you post using this Site causes us to be liable to another. We reserve the right to defend any such claim, and you agree to provide us with such reasonable cooperation and information as we may request.

These Terms of Use May Change

These Terms of Use are current as of the effective date set forth above. Artwork Network reserves the right to change these Terms of Use from time to time consistent with applicable laws and principles. These changes will be effective as of the date we post the revised version on this Site. Your continued use of this Site after we have posted the revised Terms of Use constitutes your agreement to be bound by the revised Terms of Use. If at any time you choose not to accept these Terms of Use, you should not use this Site.

Entire Agreement

These Terms of Use (together with our Privacy Policy and any Privacy Notices or click-through agreements applicable to you) contain the entire understanding and agreement between you and Artwork Network with respect to this Site and the Services and supersede all previous communications, negotiations, and agreements, whether oral, written, or electronic, between you and Artwork Network with respect to this Site and the Services and your use thereof.

Definitions

The terms “Artwork Network,” “we,” “us,” “our,” and “ours” refer to Artwork Network, LLC.

The term “Bank Account” means the information provided to us by you to identify the financial institution and account associated therewith for purposes of depositing funds in connection with any purchase of your Work(s) or Digital Work(s).

The term “Content” refers to all of the software and code comprising or used to operate this Site and to perform the Services, and all of the text, photographs, images, illustrations, graphics, sound recordings, video and audio-video clips, and other materials available on this Site, including User-Generated Content and Feedback.

The term “Customer Data” means any information needed to facilitate a purchase or a sale of any Work or Digital Work through the Site, provided by you to us, including your name, address, and billing information.

The term “Digital Work” or “Digital Works” means an original artistic work that uses digital technology as an essential part of the creative or presentation process.

The term “Feedback” refers to the Content you post on or through this Site that is specifically about how we can improve this Site and the products and services we make available through this Site.

The term “including” means “including, but not limited to.”

The term “User” or “Users” refers to a person who has successfully completed the registration process on the Site to use the Services.

The term “Offline Sales” means any purchase made by a purchaser through Artwork Network’s gallery located in Denver, Colorado, whether the Work(s) or Digital Work(s) is online or physically located in the art gallery.

The term “Online Sales” means any sale of a Work or Digital Work made by a purchaser through Artwork Network’s Site.

The term “Referral Commission” is the percentage stated on the Pricing Levels page according to the User Subscription Level Pricing ordered, payable by seller to Artwork Network as a commission upon the sale of any Work or Digital Work.

The term “Services” or “Service” means the services provided to you by Artwork Network through the Site, including the listing, advertising, and any other facilitation of sale.

The term “Site” refers to any website owned by Artwork Network, LLC, on which these terms of use are posted.

The term “User Subscription Level Pricing” refers to the monthly pricing subscription for sellers found on the Pricing Levels page.

The term “users,” “you,” “your, and “yours” refer to any person using the Site or Services, whether or not a User, including both potential and actual sellers and purchasers of Works or Digital Works.

The term “User” means a user who has completed the registration process with Artwork Network.

The term “User-Generated Content” or “UGC” means all of the text, photographs, images, illustrations, graphics, sounds, video and audio-video clips, and other content you post using the social networking tools we make available to you and that does not constitute “Feedback.” Works and Digital Works displayed for sale on the Site are not considered UGC.

The term “Work” or “Works” means an original artistic work in any medium, form, or style, except if made by or with digital technology (see “Digital Works”).

Questions

If you have any questions about this Site or these Terms of Use, please contact us using the following information:

Artwork Network, LLC
767 Santa Fe Drive
Denver, CO 80204

By toll free phone at (800) 668-9522 or by email at support@artworknetwork.com