Terms of Service

Terms of Service Update 03/23/2024

I) INTRODUCTION

Welcome to artrepreneur.com. Please read these Terms of Service (this “TOS”) carefully before using the services offered by Orangenius, Inc. DBA Artrepreneur, a Delaware corporation (“Artrepreneur”), as it is a legally binding contract between Artrepreneur and its users and visitors (“users,” “you”).

This TOS sets forth the terms and conditions of our relationship and governs your use of the Artrepreneur website at artrepreneur.com and related services under the ATP.art domain. Artrepreneur, a DBA of Orangenius, Inc., is a platform designed to support artists, collectors, and art enthusiasts by offering tools and services for showcasing, promoting, and selling artwork. It facilitates various art-related activities, including offering for sale and/or purchase of visual art through the Platform’s marketplaces, participation in art competitions, and accessing comprehensive art resources. ATP.art, the commercial division of Artrepreneur, specializes in art consultancy services for clients in various industries. These services, along with all other features, applications, newsletters, blogs, materials, and services offered by Artrepreneur and ATP.art, whether now offered or at a future date, are collectively referred to as the “Services.” This TOS incorporates by reference the Artrepreneur Arbitration Policy, Community Guidelines, DMCA (Copyright) Policy, Image Upload Guidelines, Store and Showroom Rules, Open Call Rules, Legal Disclaimer, and Privacy Policy, and any other documents found in the Policies and Guidelines Section of Artrepreneur’s Help Center (collectively, these “Terms”).

IMPORTANT: By using Artrepreneur, you agree to our Arbitration Agreement detailed in Section XIX. This means disputes will be resolved by arbitration, not in court, and you waive any right to participate in a class action lawsuit or class-wide arbitration.

You acknowledge and agree that, as the provider of the Platform, Artrepreneur does not own, control, offer, or manage any listings on the Marketplace. Artrepreneur is not a party to the contracts concluded directly between users and does not act as an agent in any capacity for any user. AS FURTHER DESCRIBED IN SECTIONS XIV (DISPUTES WITH OTHER USERS) AND XVI (WARRANTIES AND LIMITATION OF LIABILITY), BY AGREEING TO THE TERMS, YOU ACKNOWLEDGE AND AGREE THAT YOU UNDERSTAND THAT ARTREPRENEUR MAKES NO WARRANTY ABOUT THE CONDITION, QUALITY, OR LEGALITY OF THE ARTWORK THAT YOU PURCHASE FROM THE ORIGINALS STORE. ANY LEGAL CLAIM RELATED TO PURCHASING ARTWORK MUST BE BROUGHT DIRECTLY AGAINST THE APPLICABLE USER AND NOT ARTREPRENEUR.

Please read these Terms thoroughly and carefully before accessing the Platform or using the Services. IF YOU DO NOT ACCEPT THESE TERMS OR ARE NOT ELIGIBLE TO USE THE SERVICES, YOU DO NOT HAVE OUR PERMISSION TO USE OR ACCESS THE PLATFORM, SELL OR PURCHASE ARTWORK, OR USE ANY OF ARTREPRENEUR’S SERVICES.

Incorporation of Policies and Guidelines. By agreeing to these Terms of Service, you also agree to be bound by the policies and guidelines outlined in the Help Center’s Policies and Guidelines section, which are hereby incorporated by reference into these Terms. These policies and guidelines include, but are not limited to:

• Image Upload Guidelines
• Store and Showroom Rules
• AiR Rules & Guidelines
• Grant Rules & Guidelines
• Open Call Rules
• Privacy Policy
• The Commercial Ready Program Guidelines (ATP.art)
• Arbitration Policy
• DMCA Policy
• Community Guidelines
• Legal Disclaimer
• Orange Book Submission Agreement

Please review these policies and guidelines carefully, as they contain important information about your rights, responsibilities, and obligations when using our services.

II. About Artrepreneur

Artrepreneur is a digital platform designed to support the arts community, including artists, collectors, and art enthusiasts. As a service offered by Orangenius, Inc., a Delaware corporation, Artrepreneur facilitates the showcasing, promoting, and selling of artwork through various online tools and services. This section outlines key aspects of the platform’s operation and its relationship with users under the legal framework of this Terms of Service (TOS).

• Platform Purpose: Artrepreneur aims to provide a comprehensive online environment for users to engage with the art world, offering services that include art marketplaces for transactions, promotional tools for artists, and resources for art appreciation and education.
• User Interaction: The platform enables diverse interactions within the art community, allowing users to share, discover, and purchase art. It acts as a mediator between artists seeking exposure and audiences interested in art, providing a space for communication and transaction regarding artwork.
• Legal Framework and Service Scope: Users engaging with Artrepreneur agree to adhere to the stipulations of this TOS, along with any other referenced policies and guidelines. The TOS delineates the legal relationship between Artrepreneur and its users, establishing the rights, duties, and limitations of all involved parties. Artrepreneur’s services are subject to change to accommodate the platform’s growth and the evolving needs of the art community, with Artrepreneur reserving the right to modify these terms and services as deemed necessary.

By participating in Artrepreneur’s platform, users confirm their understanding of and agreement to the terms laid out in this document and any associated policies, ensuring a mutually beneficial and respectful environment for all members of the art community.

III. Commercial Ready Program

Artrepreneur has developed the Commercial Ready Program to highlight artworks suitable for commercial opportunities, distinguished by a specific “Commercial Ready” designation. This section outlines the program’s criteria, processes, and implications for artists and their works within Artrepreneur and ATP.art.

• Criteria and Designation Process: Artworks attain Commercial Ready status based on an evaluation of their artistic quality and suitability for commercial environments. This designation, visible through a “Commercial Ready” badge on the artwork’s detail page, signifies artworks that meet the program’s rigorous standards as outlined in the Commercial Ready Guidelines. Artist will also receive a Commercial Ready badge on their profile if they have at least one artwork designated as Commercial Ready.
• Presentation and Sale: Artworks designated as Commercial Ready may be presented to clients as potential acquisitions. However, Artrepreneur does not guarantee the presentation or purchase of any artwork. Furthermore, while Commercial Ready artworks are prioritized, Artrepreneur retains the discretion to present any artwork, irrespective of its designation, based on project needs and client preferences.
• Display on ATP.art: Artworks purchased for a project or designated as Commercial Ready may be showcased on ATP.art and its subdomains. Members wishing to modify the Commercial Ready status of their artwork should contact our support team on our Contact Page.
• Additional Information: Artwork may be originals, limited-edition prints, or open-edition prints. All open-edition prints will be printed by Artrepreneur using third-party services. See the commercial-ready section of the help center for file requirements.  This platform, its functionalities, and its content are governed by these Terms of Service and other associated policies in our Help Center.

Through this program, Artrepreneur aims to bridge the gap between artists seeking commercial avenues for their work and clients in search of high-quality, ready-to-use art, ensuring a streamlined process that benefits both creators and commercial entities.

IV) About ATP.art

ATP.art is the commercial division of Artrepreneur, specializing in art consultancy services for clients in various industries, including commercial real estate, retail, hospitality, financial services, media, and architectural design. ATP.art offers curated art collections through services like the ATP.art Collections Tool and the Readymade Store.

• ATP.art Website (atp.art) The ATP.art website, located at atp.art, serves as a digital showcase for the art consultancy services provided by ATP.art, the commercial division of Artrepreneur. The website features projects completed for commercial properties, including images of the artworks in situ and individual images of the artworks used.
  • In addition to project showcases, the ATP.art website provides information about the consultancy process, art articles, and artists’ interviews. The content on the website is intended for informational purposes only and does not constitute professional advice or recommendations.
  • Visitors to the ATP.art website can view the content but cannot upload or modify it. The website serves as ATP.art’s digital business card, allowing potential clients to learn about the services offered and to contact ATP.art for a consultation.
  • ATP.art reserves the right to modify, update, or remove any content on the website at any time without prior notice.
• Collections Tool (my.atp.art) The Collections Tool, located at my.atp.art, is an invite-only platform designed to streamline the artwork selection process for large-scale projects. This feature is exclusive to certain clients paying for ATP.art’s curatorial services. While artworks marked as Commercial Ready (CR) on Artrepreneur are available for viewing in the Collections Tool, access to the functionalities of my.atp.art is restricted and by invitation only. Artrepreneur reserves the right to grant or revoke access at its sole discretion.
  • The Collections Tool shares the same database as Artrepreneur and has the same credentials for accessing my.atp.art as those for Artrepreneur. All client members of projects on my.atp.art must also be members of Artrepreneur. When a client is invited to use the Collections Tool, they can use the same login information as their Artrepreneur Account. If they do not have an Artrepreneur account, they will be sent an option to choose a password, after which, an account will be created on Artreporeneur with the username being the email that the invite was sent to.
  • Only artworks marked as Commercial Ready on Artrepreneur are visible to client members in the search and browse functions of the Collections Tool. However, the Artrepreneur curatorial team has an elevated access level, allowing them to view and add any artworks marked as “curated” (liked by a curator) on Artrepreneur to projects on my.atp.art. While these curated works can be added to projects by the curatorial team, they may not necessarily be available or print-ready. Clients can view these works within a project but won’t find them in the general search and browse functions.
  • The Collections Tool’s front end operates on a WordPress platform and utilizes various plugins. While ATP.art and Artrepreneur strive to ensure the platform’s security and functionality, users should be aware of potential vulnerabilities or changes associated with third-party plugins and the WordPress system.
  • Artists retain the copyrights to their artworks as outlined in this TOS. However, Artrepreneur is granted certain rights as specified herein. Images of commercial spaces used within the Collections Tool may be subject to copyrights held by clients or other third parties. Any use, reproduction, or distribution of these images, whether of artworks or commercial spaces, outside the scope of the Collections Tool and the Artrepreneur platform without the necessary permissions is strictly prohibited.
• Readymade Store (store.atp.art) The Readymade Store, located at readymade.atp.art, is a unique marketplace where businesses and commercial designers can find exceptional, ready-to-hang art specifically curated to meet the needs of commercial spaces. ATP.art’s curatorial team selects artworks in the Readymade Store for their artistic excellence, distinctiveness, and appropriateness in commercial settings.
  • To be eligible for inclusion in the Readymade Store, artworks must be designated as Commercial Ready on Artrepreneur, and the artist must have signed the Readymade Store Agreement, which can be found on the Artrepreneur Dashboard for artist and company members as described in Section IX (Accounts). The terms of the Readymade Agreement are incorporated herein. However, signing the agreement does not guarantee inclusion in the store. The selection of artworks for the Readymade Store is at ATP.art’s sole discretion, and no guarantees are made regarding the inclusion or sale of any artwork.
  • Artists whose works are sold through the Readymade Store will receive 50% of the net profit from each sale. Net profit is calculated after deducting all associated costs for the artwork’s production and sale, such as printing, framing, packaging, and shipping.
  • The Readymade Store is hosted on Shopify, a third-party e-commerce platform that handles all transactions. The Readymade store only accepts open-edition print works from the Commercial Ready program. All works are fulfilled through third-party print-on-demand services such as Gooten, including printing, framing and shipping. All works are printed from the approved digital files submitted through the Commercial Ready Program. ATP.art is responsible for facilitating payments to artists and Gooten after receiving payment from Shopify.
  • By participating in the Readymade Store, artists agree to comply with the terms and conditions of Shopify, Gooten, and any other third-party services used in connection with the store. Artists are encouraged to review the respective terms of service and privacy policies of these third-party providers.

V) OPEN CALLS

Artrepreneur offers Open Calls, which are opportunities for artists to submit their artwork for consideration in various programs, competitions, and projects, including the Commercial Ready Program, as discussed in Section III of this Terms of Service. Open Calls are hosted exclusively by Artrepreneur.

1. Application Process To apply for an Open Call, artists must be Artrepreneur members and submit their applications through the Open Call application process by hitting “apply” on any Open Call page. Artists are required to provide the information and materials specified in each Open Call and follow the stated requirements. Applications submitted through other methods will not be considered.
2. Fees and Payment. Some Open Calls may require an application fee. However, as outlined in Section VII (Fees and Payments) of this Terms of Service, Artrepreneur Pro members can apply to an unlimited number of Open Calls without payment.
3. Selection Process. Artrepreneur’s curators conduct the selection process for Open Calls at their sole discretion. Artrepreneur reserves the right to select winners or choose applicants’ works to add to the Commercial Ready Program based on criteria determined by Artrepreneur.

For additional information, see our open call rules or visit the open call section of our help center, which is incorporated herein.

VI) MEMBER TERMS

To use certain Platform features, you may be required to register for a member account (“Account”), as further described in Section V below. Registered Account holders of the Platform shall be referred to herein as “Members,” and unregistered Platform users shall be referred to herein as “Visitors.” While these Terms apply to all Platform users, certain provisions of these Terms may apply only to Members or certain Member Types (as defined below).

No part of the Platform is directed to or targets children younger than 13 years of age, and children younger than 13 years of age are not permitted to access the Platform or Services. Minors under the age of 18 and at least 13 years of age are only permitted to access the Platform or use the Services through an account owned by their parent or legal guardian with their direct supervision and permission. If the law applicable to your jurisdiction requires that you must be older than 18 for Artrepreneur to provide you access to the Platform without parental consent, then the minimum age under such applicable law will be the minimum age for purposes of these Terms. Accounts violating this policy will be removed

Artrepreneur strongly urges all parents and legal guardians to monitor their children’s Internet use. Parents should be aware that parental control tools are available from other sources on the Internet that they can use to prevent their children from accessing or submitting information online without parental permission. If Artrepreneur learns that it has collected the personal information of a child younger than 13 years old, Artrepreneur will take steps to delete such information from Artrepreneur’s files as soon as commercially reasonably possible. Please see Artrepreneur’s Privacy Policy for further information and direct any inquiries related to the following to Artrepreneur’s Contact Page.

Certain members who meet specific criteria are recognized as Commercial Ready artists, enabling their works to be eligible for the Readymade Store and potentially featured through the ATP.art Collections Tool. While the Collections Tool is a valuable resource, its use is not mandatory for presenting artwork to clients. Access to this tool is exclusive to a select group of clients, granted through an invitation and approval process overseen by Artrepreneur.

Although artworks labeled as Commercial Ready are prepared for presentation, Artrepreneur’s curators retain the flexibility to present any artwork, both from within the Artrepreneur platform and externally, according to project needs and client preferences. However, only artworks designated as Commercial Ready are accessible for client use within the Collections Tool and eligible for inclusion in the Readymade Store. Curators are responsible for selecting these artworks, managing their presence in the Readymade Store, and periodically updating the selection based on curatorial discretion. This nuanced approach allows for a dynamic curation process, catering to both the creative diversity of our artists and the bespoke needs of our clients. Section III (Commercial Ready Program) provides more detailed information about the Commercial Ready program. Section IV (About ATP.art) provides further details about ATP.art, the Collections Tool, and the Readymade Store, including the process for designation and client access.

Artrepreneur reserves the right to modify, alter, amend, or update the Terms at any time without notice to you in Artrepreneur’s sole discretion. Such new Terms will immediately take effect upon Artrepreneur posting such new Terms on the Platform and updating the “last updated” date. Notwithstanding the foregoing, if Artrepreneur makes any material changes to these Terms, Artrepreneur will use reasonable efforts to notify you in advance by sending you an email about the changes or via other messages through the Platform. Your continued use of the Platform following any changes to the Terms shall be deemed your acceptance of any and all changes to the Terms and your agreement to be bound by the most current Terms.

VI) INTELLECTUAL PROPERTY

The Platform and all its contents are protected under various domestic and international copyright, trademark, and other applicable laws. As between you and Artrepreneur, all rights, title, and interests of any kind in and to the Platform, including, without limitation, all copyrights and intellectual property rights of any kind (excepting only Member Content, which remains exclusively your property, as defined below in Section VI (Member Content)) and Artrepreneur’s name, logos, and overall brand (including the trademarks and service marks for Artrepreneur™ and its logo, Art Journal, are entirely owned by Artrepreneur or Artrepreneur’s affiliates, licensors, vendors, and partners (collectively, “Affiliates”).

Subject to your full compliance with the Terms, Artrepreneur grants you a limited, non-exclusive, non-sublicensable, and non-transferable license and permission to access the Platform for the stated purposes herein. Notwithstanding the foregoing, nothing contained in these Terms should be construed as granting, by implication or otherwise, any license or right to use the Platform, Services, Artwork, or any other materials found on the Platform without the express written permission of Artrepreneur or the applicable Affiliate or Platform user, beyond the rights to access, use, and/or view the Platform for the expressly stated purposes herein. Artrepreneur explicitly reserves all rights not expressly contemplated herein that relate to the Platform.

If you believe your intellectual property rights are being infringed upon on the Platform, please use Artrepreneur’s DMCA takedown procedure as outlined in Artrepreneur’s DMCA Policy. Please note, Artrepreneur cannot speak on behalf of intellectual property owners, nor is Artrepreneur in a position to offer legal advice or make legal determinations (including fair use determinations) whether any Artwork or Member Content infringes someone else’s intellectual property rights. Artrepreneur will strive to respond quickly when Artrepreneur receives proper notice of intellectual property infringements by removing or disabling access to the allegedly infringing material when provided with proper notice.

VII) THIRD-PARTY SERVICES, SITES, AND MATERIALS

The Platform interoperates with several third-party site services, including, without limitation, Facebook, Google, Stripe, and PayPal and additional integrations for the Readymade Store, such as Gooten and Shopify (collectively, “Third Party Services”). Some of the Services provided depend on the availability of third-party services. If at any time any Third-Party Services cease to provide the availability to Artrepreneur, Artrepreneur may cease to provide such features to you without entitling you to refund, credit, or other compensation. To use the features of the Services related to the Third-Party Services, you may be required to register for an account with such Third Party Service. If any terms or policies of any Third-Party Services conflict with these Terms, the terms or policies of the applicable Third Party Service will apply solely to using that Third-Party Service.

You acknowledge and agree that using some Third-Party Services is subject to your acceptance of the terms of use, privacy policy, and all other terms or policies of applicable Third Party Services. You understand Artrepreneur does not control the terms, conditions, and privacy policies offered by Third Party Services, including, without limitation, how a Third-Party Service manages personal information, charges you for their services, and how and when Third-Party Services modify or amend their own terms of service, privacy policies, and other terms and policies This includes third-party integrations that facilitate operations specific to the Readymade Store, emphasizing the importance of adhering to the terms and privacy policies of such integrations.  Artrepreneur encourages you to review all terms a Third-Party Service offers before using its services. Notwithstanding anything to the contrary contained herein, you acknowledge and agree that it is your sole responsibility to verify your ability to purchase, cancel, or obtain a refund for a Third-Party Service. Artrepreneur is not liable to you for your inability to obtain a refund from or through a third-party service. Your use of all Third-Party Services is at your own risk, and Artrepreneur is not responsible for any damages or other losses you may incur through using any Third Party Service.

The Platform may contain links to third-party content for users’ convenience, advertising purposes, or other functions related to Artrepreneur’s general business activities. Artrepreneur may not even post such links but instead posted by users of the Platform. Artrepreneur, or any user, linking or embedding third-party content within the Platform does not imply an advertisement or endorsement of any good, service, product, or otherwise by Artrepreneur. Artrepreneur is not responsible for any such linked content and expressly disclaims, without limitation, any responsibility for any third-party content, the accuracy of any such information, or the quality of such products and services.

IX)  ACCOUNTS

To access certain features of the Platform, you may be required to register for an Account. When you register to become a Member, you can choose between different membership types (“Member Types”). Currently, Artrepreneur offers the Member Types for the following individuals and organizations: (1) individual artists (“Artists”), (2) businesses and organizations (each, an “Organization”), and (3) buyers or other non-visual artists (collectively, “Buyer /Browsers”). Additionally, both Artists and Organizations can upgrade to a paid Pro plan (“Pro Plan”). Each Member Type and Plan (defined below) may have services, functions, or features unique to that Member Type, so please review these Terms and Artrepreneur’s Pricing page.

You may register for an Account on Artrepreneur’s Signup page by establishing a username and password or using single sign-on authentication (OAuth) via a Third-Party Service. The Signup/login pages on the Platform will inform you what authentication may be used to create an account and log into the Platform. Artrepreneur reserves the right to amend the authentication that can be used to access the Platform at any time. You agree that all information you submit during the account signup process or additional information you submit to your account profile at any time thereafter shall be accurate and truthful. You agree to keep it up to date. Please review Artrepreneur’s Privacy Policy to learn more about the information Artrepreneur collects during the Account sign-up or authentication process. As of the effective date of these Terms, Artrepreneur requires your name or professional pseudonym, email address, geographic location, and specialty when joining the Platform. However, if you are an Artist or Organization, Artrepreneur highly recommends that you upload Artwork and add relevant information to your resumé/profile, such as a personal or artistic statement, to help other Members, buyers, collectors, or potential clients and employers learn more about you and your creative process.

Artists who have achieved the ‘Commercial Ready’ status, as outlined in Section III (Commercial Ready Program), will have a distinctive badge on their profile. This status signifies that the artist has met the program’s criteria and has artworks suitable for commercial opportunities. Users can easily identify Commercial Ready artists and artwork when browsing the platform. These artworks are also made available in the Collection tool as outlined in Section IV (About ATP.art).

You acknowledge that your Account is unique and personal to you, and you are responsible for maintaining the security of and restricting access to your account and password. You agree to accept responsibility for all Artwork purchases and other activities that occur under your Account. You are solely responsible for ensuring that all persons who access the Platform via your Account are familiar with these Terms and that they will comply with them. Artrepreneur does not have access to your password. If you can no longer access your password, please use the “Forgot Password” link on the Account login screens. If you no longer have access to the email account/social media platform you used to sign up for your account, or if you know or suspect that anyone other than you knows your password, you must promptly notify Artrepreneur at Artrepreneur’s Contact Page.

In certain circumstances, you may create multiple Accounts. For example, you may want an Artist account for your photographic works and an Organization account highlighting your graphic design work. You shall not create excessive multiple or fake accounts to solicit or gain an unfair advantage over other Members. If you create multiple legitimate Accounts, please note that each account must be registered with a unique email address. You can create multiple accounts by using different email addresses for each account. You may also add multiple email addresses to any Account from your settings page.

You can delete your account directly from the Platform’s settings page. Please note that upon deletion, you will lose access to all content associated with your Account, including purchased Artwork, saved favorites, and participation in ongoing Open Calls. You may also lose the right to access or use certain parts of the Platform.

Please refer to Section IV (About ATP.art) for information on how clients can access the ATP.art Collections Tool using their Artrepreneur account.

Without limiting anything contained herein, Artrepreneur reserves the right to disable, suspend, or terminate your Account at any time for any reason in Artrepreneur’s sole discretion, including, without limitation, if you fail to comply with any provision of these Terms.

X) MEMBER CONTENT

Certain features of the Platform allow Members to upload and otherwise share information and other content on the Platform (“Member Content”), including, without limitation, Artwork that you upload to your Account, other submissions and statements you make on the Platform, and certain other account information, including your name, image, resume, and biographical materials. Visitors cannot add content, save or like artwork, contact other members, or purchase artwork. As further set out in Artrepreneur’s Privacy Policy, except for your email address, direct messages sent via the Platform, and other materials stored by Third Party Services, all Member Content will likely be publicly available on the Platform. Additional information and requirements for Member Content can be found in Artrepreneur’s Community and Image Guidelines in the Policies Section of this Help Center.

Artworks submitted for the Commercial Ready Program, as described in Section III, are considered Member Content and are subject to the terms outlined in this section. By submitting artwork to the Commercial Ready Program, you grant Artrepreneur the necessary licenses to display and promote your work as part of the program in accordance with the terms specified in Section III.

As between Artrepreneur and each Member, a Member retains all rights, title, and interests in and to all ownership and other interest(s) in your Member Content. Therefore, Members must hold the copyright or have other ownership rights to the content they upload to Artrepreneur. As such, Artwork in the Public Domain, including, but not limited to, Artwork with expired copyrights or AI-generated images, is prohibited. Artrepreneur will not be deemed the owner of any Member Content, including your Artwork, subject to all licenses to Member Content contained herein. In connection with the foregoing, you grant to Artrepreneur and its Affiliates a non-exclusive worldwide, royalty-free, fully paid-up, perpetual, sublicensable, transferable, and irrevocable, limited license to copy, distribute, display, transmit, store, and otherwise use your Member Content for the sole purposes of (1) Artrepreneur offering the Platform and/or providing the Services (this permits, for instance, Artrepreneur to allow Artrepreneur’s web-hosting company to host the Platform and for other users to view your Artwork and otherwise view, access, and engage on the Platform), (2) to promote your Artwork in any media (including displaying Member Content on the Platform, Artrepreneur’s social media channels, and including Member Content in Artrepreneur’s newsletters and email lists), and (3) for all other purposes specifically referenced within the Terms. Without limiting the foregoing, this includes granting other Members and Visitors to the Platform the right and license to view your Member Content on or through the Platform. All other uses of Member Content shall be subject to your approval (email and direct messages via the Platform are deemed sufficient for such purposes).

Consent to Modify Image Metadata: By uploading images to the Platform, you acknowledge and consent to Artrepreneur creating various sizes of those images to optimize for different pages and improve load times. In the process of resizing or optimizing, certain metadata, including EXIF data, may be stripped or altered from the original image. You grant Artrepreneur the right to make such modifications as part of its optimization process and understand that this is done to enhance the user experience and performance of the Platform.

You understand and agree that Artrepreneur uses commercially reasonable efforts to accurately display the colors of Member Content uploaded to the Platform. However, because individual computer monitors or other displays may have technical differences and/or display colors differently, you agree Artrepreneur is not responsible for any color inaccuracy of any Member Content displayed on the Platform. If you have questions regarding color accuracy, please contact Artrepreneur on Artrepreneur’s Contact Page.

XI) FEES AND PAYMENTS

Currently, Artrepreneur offers a 1) Basic Plan, 2) Pro Artist Plan, and 3) Pro Organizations Plan (each a “Plan”). Each Plan has different features, functionality, and fees, as further set forth in these Terms. A Member can upgrade or downgrade their Account at any time, subject to these Terms. Please be sure to review these Terms and Artrepreneur’s Pricing pages.

Paid Plans are a subscription-based model for the fees set forth on Artrepreneur’s Plan Pricing page (“Fee”). Notwithstanding any fee currently listed on the Plan pricing page, Pro Plan Accounts activated before March 4, 2020, will pay nine dollars ($9.00) per month for the life of their Pro Plan membership. Please see Artrepreneur’s Pricing page for a list of features available with each Member Type. You will also find additional information and tutorials for these features in Artrepreneur’s Help Center.

To upgrade to a Pro Artist Plan or Pro Organizations Plan (together, the “Pro Plans”), you will have to enter a credit or debit card into your Account, which can be multiple different cards (“Payment Method”). Please note that Artrepreneur does not store your credit card on Artrepreneur’s servers or properties in accordance with Artrepreneur’s Privacy Policy. Artrepreneur’s Third Party Service payment processor, Stripe, will store and house such information. In connection with the same, you hereby authorize Artrepreneur’s payment processors, including Stripe, to charge the Payment Method associated with your Account for the Fee. By using the Stripe payment processing services, you agree to the Stripe Terms of Service, which are available at https://stripe.com/legal. Artrepreneur has no access to your credit card despite signing up for or paying Fees. Artrepreneur only stores your name, email, and address in accordance with Artrepreneur’s Privacy Policy.

If you decide to subscribe to a Pro Plan, you agree to pay Artrepreneur the Fee and any applicable fees and taxes (including any foreign exchange fees or differences in prices based on location). Artrepreneur may calculate any taxes you pay based on the billing information you provide Artrepreneur at the time of purchase. All monthly or annual fee (s) are billed automatically to your payment method at the start of each applicable period (i.e., the date you first established a Pro Member Type) unless you terminate your Pro Member Type before starting the subsequent applicable period. Artrepreneur recommends that you cancel one (1) business day before the end of the applicable period to avoid being charged for the next cycle. You can access the Pro Member Type through the remainder of the applicable period upon cancellation. The Fee will not be reduced if you elect not to use or access the Platform during the remainder of the applicable period. Artrepreneur does not provide refunds on any Fees unless required under the local laws applicable to your jurisdiction. Failure to pay the Fee will terminate your Pro Plan, and you will be downgraded to the Basic Plan. Notwithstanding anything contrary to herein, all Fees are subject to change, subject to applicable law. Artrepreneur will notify Members thirty (30) days before any Fee changes.

Upon any failure to process payment for Fees, Artrepreneur reserves the right, at Artrepreneur’s sole discretion, to cease providing you with Pro Plan access, which will limit your access to certain features of the Platform. If a free trial for a Pro Account is offered and you elect not to subscribe to a Pro Plan after the trial period ends, you will not be eligible to sign up for another free trial for such Pro Member Types unless expressly agreed to by Artrepreneur.

Open Call Fees and Commercial Ready Program: Pro members can apply to an unlimited number of paid open calls without additional fees, offering significant value for artists seeking to participate in the Commercial Ready Program (as described in Section III) and other competitions. In contrast, regular members must pay a fee for each open call requiring payment. This system encourages active participation and provides a clear path for artists to engage with opportunities like the Commercial Ready Program and various art competitions facilitated by Artrepreneur.

$ReadymadeStorePayment\; Structure$: Artists participating in the Readymade Store will have their artworks sold under a specific payment structure. Net profits from sales are split between the artist and Artrepreneur, as detailed in the Readymade Store Artist Agreement. The exact distribution ratio is outlined therein, emphasizing transparency and fairness in compensating artists for their work.

$IntegrationwithPayment\; Processors$: For all transactions within the Readymade Store, Artrepreneur integrates with Stripe, a leading payment processor, to handle payments securely and efficiently. This integration ensures that artists receive their share of the sales revenue promptly and securely. Artists should be aware that payment processing through Stripe may involve certain fees or processing times, which can differ from other sales channels on Artrepreneur. Detailed information regarding Stripe’s processing fees and payout timings is available on Stripe’s official website and within the Readymade Store Artist Agreement, enabling artists to manage their financial expectations accurately. Please note that the Readymade Store is hosted on Shopify, a third-party e-commerce platform, as described in Section IV (About ATP.art).

XII) SELLING ARTWORK AND SERVICES

Artrepreneur offers multiple avenues for artists to showcase and sell their work, catering to different needs and types of transactions. The platform’s various channels are designed to facilitate interactions between artists and potential buyers, ensuring a smooth, fair, and legal exchange. Here are the specifics for each channel:

• a. Originals Store:
  • This channel allows artists to list original artworks and limited editions. Each submission must go through an approval process to ensure compliance with Artrepreneur’s quality and content standards.
  • For Sellers: Artists are required to submit their works for approval before listing in the Originals Store. Once approved, artists set their prices and handle all aspects of shipping. Artrepreneur provides the marketplace platform but does not directly involve itself in payment or shipping, though it facilitates transactions through PayPal.
  • For Buyers: Buyers must be registered Artrepreneur members to purchase. They are responsible for understanding the tax implications of their purchase and resolving any disputes directly with sellers.
• b. Showrooms:
  • Exclusive to Pro Members, Showrooms offer a personalized space for artists to sell their works directly. Unlike the Originals Store, listings in Showrooms do not require individual approval.
  • For Sellers: Pro Members can freely list and manage their artworks in Showrooms, setting prices and handling shipping. Artrepreneur supports these transactions by providing a platform for display and discovery.
  • General Terms for Buyers: Transactions in Showrooms follow the same general guidelines as those in the Originals Store, with buyers needing to be registered members and responsible for addressing any disputes with sellers directly.
• c. Giclée Print Store:
  • Note: Currently, the Giclée Print Store is not accepting new applications, but it remains an essential part of Artrepreneur’s ecosystem for existing participants.
  • Artrepreneur handles the printing, payment, and shipping for Giclée prints sold through this channel, providing artists with a hassle-free way to sell high-quality prints of their works.
• d. Readymade Store:
  • Offers a curated selection of artworks suitable for commercial spaces and discerning collectors, with sales handled directly by Artrepreneur.
  • For Sellers: Inclusion in the Readymade Store is selective and based on the Commercial Ready status of artworks. Artists interested in this channel should ensure their works meet the commercial viability criteria and may need to sign a specific agreement outlining the terms of participation.
• e. ATP.art Consultancy:
  • Facilitates the sale of artworks to commercial clients through a consultancy model. This channel is designed for artists with works that have strong commercial appeal and are suitable for corporate, hospitality, and public spaces.
  • For Sellers: Participation is based on selection through the Commercial Ready Program or direct invitation. Works sold through ATP.art consultancy are subject to specific terms and agreements, focusing on commercial projects.

For more details on each sales platform, see the relevant sections in this Help Center, which are incorporated into this Terms of Service.

XIII) ARTREPRENEUR CONTENT

Artrepreneur engages its community through a variety of content channels, showcasing the vibrancy and diversity of the art world. Our content, collectively known as “Artrepreneur Content,” is designed to inform, inspire, and engage artists, collectors, and art enthusiasts. This includes:

• Art Journal: Featuring articles, interviews, and guides on art trends, techniques, and professional development.
• Artrepeneur on YouTube: Offering videos that explore artists’ creative processes, art installations, tutorials, and art events.
• ATP.art Content: Hosting artist interviews and showcasing art projects, emphasizing the intersection of art and commercial spaces.
• Social Media Platforms: Artrepreneur actively shares content on Instagram, LinkedIn, and other social media channels, including artist highlights, artwork features, and art industry insights.
• Readymade Store (Future Content): While primarily a marketplace, the Readymade Store may host articles and content relevant to commercial art and design trends in the future.

Engagement with Artrepreneur Content: Users can interact with Artrepreneur Content by commenting, sharing, and subscribing to updates. Engagement is governed by the community standards outlined in the Terms of Service. Newsletter subscriptions are automatically initiated upon member registration, with options to customize subscription preferences or unsubscribe as desired.

Content Scope and Purpose: Artrepreneur’s Content spans a wide range, from written articles to multimedia presentations. It serves as a resource for education, inspiration, and community building within the art world. While we aim for accuracy and relevance, the content is intended for general informational purposes and does not constitute professional advice. See our Legal Disclaimer in the Policies and Guidelines section of this Help Center.

XIV) USER CONDUCT, RESTRICTIONS, AND REPRESENTATIONS

You agree only to use the Platform as expressly permitted by these Terms, and ANY VIOLATION OF THESE TERMS MAY RESULT IN TERMINATION OF YOUR ACCOUNT, AT ARTREPRENEUR’S SOLE DISCRETION.

You represent and warrant that you are not, and will not be, under any disability or other restriction that prevents your ability to enter into, perform according to, and comply with all of the Terms. You acknowledge that you are at least 18 years of age (or the age of majority in your jurisdiction, if older) or have requisite parent or legal guardian consent as otherwise stated herein.

You represent and warrant that your use of the Platform, including, without limitation, uploading or posting Member Content to the Platform or selling any Artwork, will not violate any law or regulation, including, without limitation, copyright, trademark, patent, trade secret, publicity, and privacy laws, or interfere with any third party’s use and enjoyment of the Platform. You warrant and represent that you have all necessary licenses, rights, consents, and permissions in and to the Member Content (including Artwork) that you make available through the Platform and will be solely responsible if you do not have sufficient rights in and to Member Content in accordance with all other terms herein.

You represent and warrant that you will not upload payment information to your Account and/or use any debit card, credit card, or other forms of payment on the Platform unless you have all necessary authorization. Artrepreneur is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by you or another Member that are deceptive, fraudulent, or otherwise invalid (“Fraudulent Actions”). By using the Services, you hereby release Artrepreneur from any liability arising from Fraudulent Actions. You will also use “best efforts” to promptly notify Artrepreneur of any Fraudulent Actions that may affect the Services. Artrepreneur reserves the right, in its sole discretion, to terminate your account if you engage in, or permit any Member to engage in, Fraudulent Actions.

You further represent and warrant that you shall not, at any time, without Artrepreneur’s express written consent in each instance or otherwise explicitly and expressly provided by these Terms:

(1) transfer, rent, lease, lend, sell, resell, sublicense, or otherwise commercially exploit the Platform, in whole or in part;

(2) use, distribute, modify, create derivative works from, or copy the Platform, any Account profile, or any Artwork owned or controlled by another user, in whole or in part;

(3) decompile, reverse engineer, disassemble, and attempt to derive the source code or underlying algorithms of the Platform or third-party services in whole or in part;

(4) develop, support, or use any software, devices, scripts, “bots,” “spiders,” or any other technology or processes to scrape the Platform or Third-Party Services or otherwise harvest data from the Platform or Third-Party Services in whole or in part;

(5) attempt to gain unauthorized access, or permit unauthorized access to the Platform Third Party Services (including any Account) or any of Artrepreneur’s related systems or networks, or bypass any measures Artrepreneur takes to restrict access to the Platform or Third Party Services;

(6) publish or link on the Platform to malicious content intended to damage or disrupt Artrepreneur or any other third party’s software or hardware;

(7) take any action that Artrepreneur, in Artrepreneur’s sole discretion, deems to impose or to potentially impose an unreasonable or disproportionately large load on Artrepreneur’s network or systems, including, without limitation, uploading the contents of your phone as Artwork to your Account;

(8) submit or post any information or content on the Platform or Third-Party Services that is abusive, harassing, threatening, obscene, defamatory, or racially, sexually, religiously, or otherwise objectionable and offensive, including, without limitation, contacting another user of the Platform with information or content. Without limiting anything herein, Artrepreneur may remove any such Member Content (including Artwork) at any time;

(9) remove any copyright, trademark, or other intellectual property notices from the Platform or Third-Party Services, including, without limitation, any artwork copyright notices posted by any user of the site;

(10) use or attempt to use the Platform or Third-Party Services in any manner that violates any applicable law or violates or infringes the rights of any other party, including copyright, publicity, privacy, or other intellectual property rights;

(11) use the copyrighted material, trademarks, service marks, and logos of Affiliates or other third parties, including, without limitation, the Third-Party Services, without such affiliate or licensee’s permission;

(12) Artificially collect likes, followers, or shares on the Platform, or post repetitive likes, comments, or content, or repeatedly contact people for commercial purposes without their consent;

(13) misrepresent your identity or any biographical information in your Account; and

(14) impersonate any person(s) or entities while using the Platform, whether directly or indirectly.

Prohibited Content and Activities

You agree not to upload, post, submit, transmit, or otherwise make available through the Services any content or engage in any activities that Artrepreneur deems, in its sole discretion, to be:

• Hateful or discriminatory. This includes content that attacks a person or group on the basis of attributes such as race, religion, ethnic origin, national origin, sex, disability, sexual orientation, or gender identity.
• Violent or threatening. This includes content that graphically portrays violence or that is intended to incite violence against individuals or groups.
• Promoting illegal activity. This includes content that promotes or facilitates the sale or use of illegal drugs, weapons, or other restricted items.
• Harmful or inappropriate. This includes content that is sexually suggestive in nature, exploitative, harassing, threatening, defamatory, fraudulent, or that violates the privacy of others.

Artrepreneur reserves the right to remove any content that it believes violates this provision, even if the content is not specifically listed here. If your content is removed and you disagree with the decision, you can contact Artrepreneur Support to appeal the removal.

You represent and warrant that you understand that Artrepreneur is not, and does not accept to be, your data repository of record and/or a cloud-based storage website. You are solely responsible for saving backup copies of any Member Content you upload to the Platform. Artrepreneur has no obligation to provide you with access to or backup copies of any Member Content.

You understand that the placement of Member Content, including your Artwork, resumes, and portfolios, in Artrepreneur’s search and browse results may be based on factors and algorithms that are automated and/or not available to you. As further set forth in Section XVI (Warranties and Limitation of Liability), you understand that Artrepreneur makes no guarantees that Member Content (including Artwork) will be found in any Artrepreneur search result.

On occasion, there may be bugs or other technical issues that Artrepreneur did not catch or could not anticipate before releasing updates to the public. Please help the Artrepreneur identify bugs or other technical issues that may have slipped through the cracks so that the Artrepreneur can squash them and build a better Platform for you. Artrepreneur appreciates all assistance. Report a bug or other technical issues here.

You acknowledge that you may not use the Platform in any other way not expressly stated herein or approved by Artrepreneur in writing.

 

XV) ARTREPRENEUR RESERVATION OF RIGHTS

Artrepreneur may suspend, withdraw, discontinue, limit, or change all or any part of the Platform, your access to the Platform, and your use of the Platform, without notice, for any reason, with or without cause, at any time, in Artrepreneur’s sole discretion, including, without limitation, forbidding you to access to the Platform, terminating your Account, and ceasing to market, display, and distribute any Member Content (including Artwork) that you upload to the Platform. This could include the immediate forfeiture and destruction of all information associated with your Account for the avoidance of doubt. Artrepreneur reserves the right, in Artrepreneur’s sole discretion, to change how Artrepreneur operates at any time for any reason. If your Account is suspended or terminated, Artrepreneur shall not be liable to you for your inability to access any content. Artrepreneur recommends always saving backup copies of your Member Content (including Artwork) off the Platform.

Artrepreneur may reclaim any username or custom URL (see Customizing URLs in our Help Center) at any time which Artrepreneur believes, in Artrepreneur’s sole discretion, violates any other party’s intellectual property rights, is inactive or has the potential to mislead or deceive other users of the Platform in any way. If Artrepreneur reclaims any username or custom URL, Artrepreneur will use reasonable commercial efforts to provide you with notice before such reclaiming, and you may need to create a new Account to continue using the Platform. Subject to your compliance with all other terms and conditions contained herein, Artrepreneur will attempt to reasonably assist you in transferring your Account to a new username.

Notwithstanding anything to the contrary contained herein, Artrepreneur reserves the right to remove any Member Content that does not comply with the Terms.  For clarity, if a piece of Member Content (including Artwork) violates these Terms, such as areas of a resume that promote hate speech, Artrepreneur may remove the references in question.

Artrepreneur may occasionally use various technologies to verify your compliance with these Terms, and you consent to Artrepreneur using any monitoring or other technology associated with monitoring your access to the Platform.

Artrepreneur explicitly reserves all rights not expressly contemplated herein related to the Platform or Artrepreneur’s business operations.

 

XVII) DISPUTES WITH OTHER USERS

Artrepreneur facilitates the showcasing and sale of artwork through various platform features, including but not limited to the Originals Store, Showrooms, the Readymade Store, and transactions facilitated by Artrepreneur’s consultancy services. While Artrepreneur provides the platform for these transactions, its role and involvement in the sale of artwork differ across various services.

For transactions involving the Originals Store and Showrooms, where sales are directly handled by the seller, Artrepreneur is not directly involved in the payment, fulfillment, or shipping of any artwork sold. Should disputes arise from these transactions, users are encouraged to resolve the issue amicably with the other party. If a resolution cannot be reached, contacting the payment processor or your credit card company is recommended.

Conversely, for artwork sold through the Readymade Store, the Giclée Shop, and transactions facilitated by Artrepreneur’s consultancy services, Artrepreneur is responsible for the printing, fulfillment, and shipping of artwork. Therefore, any disputes related to these transactions should be directed to Artrepreneur for resolution.

Artrepreneur undertakes the obligation to mediate or resolve disputes related to the Readymade Store, the Giclée Shop, and consultancy-facilitated transactions. For disputes arising from transactions within the Originals Store and Showrooms, Artrepreneur does not mediate or resolve disputes between users, sellers, and buyers. Consequently, Artrepreneur bears responsibility for actions directly related to its facilitated transactions but not for user-to-user transactions on the platform. By using Artrepreneur, you acknowledge the differing roles and responsibilities of Artrepreneur in various transactions facilitated through the platform.

XVIII) COMMITMENT TO DATA SECURITY

As further set forth in Artrepreneur’s Privacy Policy, Artrepreneur is committed to protecting your privacy in accordance with applicable laws and regulations, including via encryption methods Artrepreneur deems suitable. Notwithstanding the foregoing, no electronic transmission of information to Artrepreneur can be guaranteed to be 100% safe. Artrepreneur cannot and does not ensure or warrant the security of any information you transmit to Artrepreneur. Nonetheless, Artrepreneur believes the measures Artrepreneur has implemented reduce the likelihood of security problems to a level appropriate to the type of data involved. You acknowledge all information and materials you transmit to Artrepreneur is done at your own peril.

 

XIX) WARRANTIES AND LIMITATION OF LIABILITY

WHILE ARTREPRENEUR IS DEDICATED TO MAKING THE PLATFORM AND SERVICES THE BEST THEY CAN BE, YOU UNDERSTAND THAT THE PLATFORM AND SERVICES ARE PROVIDED “AS IS,” “WITH ALL FAULTS, ” AND WITHOUT ANY WARRANTY (EXPRESS OR IMPLIED). ARTREPRENEUR EXPRESSLY DISCLAIMS ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, ARTREPRENEUR DOES NOT GUARANTEE THAT: (I) THE PLATFORM AND SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE PLATFORM AND SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; (IV) THE RESULTS OF USING THE PLATFORM AND SERVICES WILL MEET YOUR EXPECTATIONS; (V) THAT YOUR DATA, INCLUDING YOUR MEMBER CONTENT (AND ARTWORK), WILL NOT BE LOST, AND/OR (VI) THAT THE PLATFORM WILL RESULT IN SALES OF ARTWORK FOR YOU OR RESULT IN SPECIFIC SUCCESS OR OTHER BENEFICIAL ACHIEVEMENT. YOUR USE OF THE PLATFORM AND SERVICES IS SOLELY AT YOUR OWN RISK, AND YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE OF CAUTION WHILE USING THE PLATFORM, INCLUDING ANY THIRD-PARTY SERVICES OR OTHER INTERACTIONS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

WITHOUT LIMITING THE FOREGOING, (I) YOU UNDERSTAND YOU MAY COME ACROSS MATERIAL THAT YOU FIND OFFENSIVE OR INAPPROPRIATE WHILE USING THE PLATFORM. ARTREPRENEUR MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT POSTED BY USERS THROUGH THE PLATFORM. ARTREPRENEUR IS NOT RESPONSIBLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF CONTENT POSTED BY USERS THAT YOU ACCESSED THROUGH THE PLATFORM, AND ARTREPRENEUR IS NOT UNDERTAKING ANY OBLIGATION OR LIABILITY TO YOU REGARDING ANY SUCH CONTENT; AND (II) YOU UNDERSTAND THAT ARTREPRENEUR DOES NOT SCREEN USERS OF THE PLATFORM AND ARTREPRENEUR SHALL NOT BE RESPONSIBLE IN CONNECTION WITH YOUR INTERACTIONS WITH OTHER INDIVIDUALS, EITHER ONLINE OR IN-PERSON (INCLUDING IN OFFLINE SALES OF ARTWORK), IN CONNECTION WITH THE PLATFORM. YOU RELEASE ARTREPRENEUR FROM ALL LIABILITY RELATING TO YOUR INTERACTIONS WITH OTHER USERS, ONLINE OR IN PERSON.

TO THE FULLEST EXTENT PERMITTED BY LAW, ARTREPRENEUR NOR ARTREPRENEUR’S AFFILIATES, CLIENTS, AND LICENSEES (INCLUDING THIRD-PARTY SERVICES), AND ALL OF THE FOREGOING’S RESPECTIVE PARENTS, AFFILIATED ENTITIES, AGENTS, OFFICERS, DIRECTORS, OWNERS, AND EMPLOYEES WILL BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, HOWEVER, CAUSED AND REGARDLESS OF LEGAL THEORY OR FORESEEABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, PERSONAL INJURY, PROPERTY DAMAGES, NEGLIGENCE, WARRANTY, OR STRICT LIABILITY, DIRECTLY OR INDIRECTLY ARISING UNDER THESE TERMS (INCLUDING HAVING NO RESPONSIBILITY FOR THE ACTIONS OF OTHER USERS), INCLUDING, WITHOUT LIMITATION, YOUR USE OF THE PLATFORM OR THIRD-PARTY SERVICES, EVEN IF ARTREPRENEUR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, IN NO EVENT SHALL ARTREPRENEUR’S AGGREGATE LIABILITY FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS EXCEED THE GREATER OF ONE HUNDRED ($100) US DOLLARS (USD) OR THE AMOUNT YOU PAID ARTREPRENEUR IN THE TWELVE MONTHS PRIOR TO THE DISPUTE ARISING. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

FOR THE AVOIDANCE OF DOUBT, EXCEPT AS EXPRESSLY STATED ABOVE, YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM.

 

XX) RELEASE

Without limiting anything herein, you release Artrepreneur from any claims, demands, and damages under any legal theory (whether actual, consequential, or both) of every kind and nature, known and unknown, arising out of or in any way connected with (i) disputes you may or actually have with other users or parties you interact with in connection, directly or indirectly, with the Platform; (ii) items sold through the Platform, including defective Artwork, misrepresentations by sellers, Giclée Prints, or items that caused physical injury (like product liability claims); (iii) content posted by users of the Platform; and (iv) your use of the Platform.

In connection with the foregoing, if you are a resident of the State of California, you hereby acknowledge and agree that you fully understand and expressly waive and relinquish any and all rights and benefits you may have under California Civil Code Section 1542 to the fullest extent permitted by law. Such section states that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM WOULD HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You waive and relinquish any right and/or benefit which you actually or may have under Section 1542 to the fullest extent as you may lawfully waive such right and benefit.

 

XXI) INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Artrepreneur, along with its Affiliates and licensors, and all of the foregoing’s respective parents, affiliated entities, agents, officers, directors, owners, and employees from and against any and all claims, expenses (including reasonable attorney’s fees), damages, suits, costs, demand, and/or judgments, arising out of or incurred in connection with (i) your breach of these Terms; (ii) your use, whether directly or indirectly, of the Platform, including, without limitation, your acts or omissions in the sale or purchase of any Artwork, including but not limited to in any injuries or damages to personal property; and (iii) your violation of any law or the rights of any third party, including but not limited to intellectual property rights.  You shall also provide the foregoing parties prompt and reasonable cooperation if any of the foregoing parties are entitled to indemnification hereunder. Artrepreneur reserves the right to handle Artrepreneur’s legal defense however Artrepreneur sees fit, even if you are indemnifying Artrepreneur, in which case you agree to cooperate with Artrepreneur. Artrepreneur reserves the right to take over the exclusive defense of any claim for which Artrepreneur is entitled to indemnification. The provisions of this paragraph are made for the benefit of all parties referenced herein, and each of these parties shall have the right to assert and enforce these provisions directly against you on its own behalf.

 

XXII) GOVERNING LAW AND ARBITRATION

You consent and agree that: (i) the Terms will be exclusively governed by the laws of the State of New York, the United States of America, applicable to contracts entered into and performed within New York and notwithstanding any conflict of law principles. These laws will apply no matter where you live in the world, subject only to any applicable and mandatory consumer protection provisions of your local jurisdiction; (ii) you accept service of process by personal delivery or mail; and (iii) you irrevocably waive the right to trial by jury and/or to participate in a class or representative action, and any jurisdictional and venue defenses otherwise available, excepting only that you and Artrepreneur may agree in writing that an arbitrator or judge, as applicable pursuant to these Terms, may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

Any dispute arising in connection with or relating in any way to these Terms or your relationship with Artrepreneur shall be exclusively resolved and heard in New York County, New York, and will be resolved through arbitration subject to Artrepreneur’s Arbitration Policy. Notwithstanding the foregoing, for any actions not subject to arbitration in accordance with the Arbitration Policy, you and Artrepreneur agree to submit to the personal jurisdiction of the state and federal courts located in New York County, New York, including, without limitation, due to an authorized arbiter deciding that applicable law precludes enforcement of the Arbitration Policy for a particular claim of relief. Such claim (and only that claim) will be severed from the mandatory arbitration and may be brought in a court in accordance with the choice of law provisions contained herein.

Notwithstanding anything to the contrary contained herein, you may not pursue any action, regardless of form, against Artrepreneur and Affiliates, including all parents, affiliated entities, agents, officers, directors, owners, and employees, in any way connected to the Platform, unless you bring such action within one (1) year following the event that gave rise to the cause of action, subject only to any applicable and mandatory consumer protection provisions of your local jurisdiction. After such a time period has expired, you shall be deemed to have waived any such action and damages related thereto, and such actions and damages will be permanently barred.

 

XXIII) MISCELLANEOUS LEGAL PROVISIONS

These Terms represent the entire understanding between Artrepreneur and you, superseding all prior agreements, whether oral or written, concerning your use of the Platform, including Services. The Terms shall be binding upon and inure to the benefit of Artrepreneur and your respective assigns, successors, heirs, and legal representatives. The Terms cannot be modified or amended except as expressly provided herein. The Terms are personal to you and are not assignable, transferable, or sublicensable by you except with Artrepreneur’s prior written consent. Artrepreneur may freely assign the Terms. Suppose any part of the Terms is deemed by a court of law to be void, voidable, illegal, or unenforceable. In that case, the remainder of the Terms will remain in full effect as if such void, voidable, illegal, or unenforceable part had not existed. It will be adjusted rather than voided if possible to achieve the parties’ intent to the fullest extent possible. The waiver by either party hereto of a breach of any of the provisions of the Terms by the other party hereto shall not be construed as a waiver by the non-breaching party of any subsequent breach by the breaching party. Headings are inserted for convenience only and are not intended to be part of or affect the terms’ meaning or interpretation. All provisions of these Terms, which by their nature should survive termination or expiration, shall survive termination or expiration.

You agree that violating these Terms may result in irreparable harm to Artrepreneur, where monetary damages may be inadequate. You hereby agree that Artrepreneur may seek injunctive relief without the need to post any bond. You waive the right to seek injunctive relief against Artrepreneur, except to the limited extent necessary to enjoin the unauthorized distribution of your intellectual property.

You are responsible for all costs associated with accessing or using the Platform, as well as any system software and/or hardware compatibility requirements for the use of the Platform. Artrepreneur is a robust platform with many features that benefit Members. Artrepreneur uses a modern architecture that may not run on older devices, browsers, and operating systems. If you find that certain features or functions are not working, please ensure that your operating system and browser software is up to date.  If you are using a mobile device that is several years old, please try another device or computer before contacting support.

Notwithstanding anything to the contrary contained herein, Artrepreneur explicitly reserves all rights not expressly contemplated herein which relate to the Platform.

Without limiting anything herein, you understand and agree that Artrepreneur is not liable for any failure of performance due to any cause beyond its control, including, without limitation, acts of God, fire, explosion, vandalism, terrorism, weather disturbances, national emergencies, riots, wars, labor difficulties, supplier failures, shortages, breaches, action or request by any government, or suspension of existing service in compliance with state or federal law, rule, or regulations.

 

XXIV) NOTICE

All notices permitted or required under these Terms must be in writing and delivered to us through Artrepreneur’s Contact Page, by email at [email protected], or by mail at Orangenius, Inc., DBA Artrepreneur, 511 Ave of the Americas, Suite #934, New York, NY 10011.

Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.