The terms of service (“Terms”) are effective and were last updated on March 5, 2020.
Welcome to Artrepreneur. Please find Artrepreneur’s terms of service on this page, with helpful links to specific sections below:
These Terms are a legally binding contract between Orangenius Inc. DBA Artrepreneur, a Delaware corporation (“Artrepreneur”) and users (“users”, “you”) of the Artrepreneur platform (“Platform”), including, without limitation, the website presently located at Artrepreneur.com, and all other websites, sub-domains, software applications, newsletters, blogs, materials, and services of Artrepreneur relating to the foregoing, whether now offered or offered at a future date (collectively “Services”). Please read the Terms fully and carefully before accessing, displaying, or using the Platform, Services, and/or purchasing any artwork uploaded to the Platform or other permitted artistic products sold on the Platform (“Artwork”). You are encouraged to frequently visit Artrepreneur’s Help Center to review current Artrepreneur policies. These Terms exclusively govern our relationship in connection with your use of the Platform. If you do not accept the Terms, do not use or access the Platform, sell or purchase Artwork, or partake in any of Artrepreneur’s Services.
To use certain features of the Platform 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 a “Member” and unregistered users of the Platform shall be referred to herein as a “Visitor”. While these Terms apply to all users of the Platform, certain provisions of these Terms may apply only to Members, and then, only Members of a certain Member Type (as defined below).
PLEASE NOTE THAT AS PART OF THE PLATFORM, ARTREPRENEUR OFFERS A SELLER’S MARKETPLACE FOR ARTWORK SOLD BY INDEPENDENT THIRD-PARTY SELLERS WHO OPERATE THEIR OWN BUSINESSES AND ARTREPRENEUR DOES NOT MANUFACTURE, STORE, OR INSPECT ALL OR ANY OF THE ARTWORK SOLD THROUGH THE PLATFORM BY SUCH INDEPENDENT THIRD-PARTY SELLERS. IN SUCH INSTANCES, ARTREPRENEUR IS SOLELY PROVIDING A VENUE TO ASSIST SUCH INDEPENDENT THIRD-PARTY SELLERS TO FACILITATE THEIR OWN SALES. AS FURTHER DESCRIBED IN SECTIONS XV (DISPUTES WITH OTHER USERS) AND XVII (WARRANTIES AND LIMITATION OF LIABILITY) BY AGREEING TO THE TERMS, YOU ACKNOWLEDGE AND AGREE THAT YOU UNDERSTAND THAT ARTREPRENEUR IS MAKING NO WARRANTY ABOUT THE CONDITION, QUALITY, OR LEGALITY OF THE ARTWORK THAT YOU PURCHASE. ANY LEGAL CLAIM RELATED TO ARTWORK MUST BE BROUGHT DIRECTLY AGAINST THE SELLER AND NOT ARTREPRENEUR, AND AS FURTHER DESCRIBED IN SECTION XX (GOVERNING LAW AND ARBITRATION AND ARTREPRENEUR’S ARBITRATION POLICY) TO THE EXTENT THAT YOU HAVE A SEPARATE LEGAL CLAIM AGAINST ARTREPRENEUR, ALL DISPUTES MUST BE SUBMITTED TO BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY AND THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR OTHER REPRESENTATIVE ACTIONS.
Artrepreneur reserves the right to modify, alter, amend, or update the Terms at any time without notice to you in Artrepreneur’s discretion, and such new Terms will immediately take effect upon Artrepreneur posting such new Terms on the Platform. Notwithstanding the foregoing, 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.
II) ADDITIONAL ARTREPRENEUR POLICIES
Artrepreneur strives to connect like-minded artistic and creative people throughout the world to allow them to discover art, sell, and purchase unique and/or one of a kind Artwork, build resumes, find talent, apply for jobs, enter competitions, learn about the business of art, and more. In order to run the Platform efficiently and provide the best possible user experience for Members and Visitors, all users of the Platform are subject to and must follow, the additional policies, rules, and guidelines found in the Policies section of Artrepreneur’s Help Center, all of which are incorporated into these Terms by reference. These policies include:
III) 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 right, title, and interest 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 VII (Member Content)) and Artrepreneur’s name, logos, and overall brand (including the trademarks and service marks for Artrepreneur™ and its logo, Art Business Journal™, and Art Law 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 specifically contemplated herein that relate to the Platform.
If you believe your intellectual property rights are being infringed upon on the Platform, please use Artrepreneur’sDMCA 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.
IV) THIRD-PARTY MATERIALS
Additionally, you understand Artrepreneur does not control the terms, conditions, and privacy policies offered by such third parties, including, without limitation, how a third-party manages personal information, how a third-party charges you for their services, and how and when those third parties modify or amend their own terms of service, privacy policies, and similar documents. Artrepreneur encourages you to review all terms offered by a third party prior to using any such 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 the convenience of users, for advertising purposes, or for other functions related to Artrepreneur’s general business activities. Such links may not even be posted by Artrepreneur, 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 of 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.
As aforementioned, certain features of the Platform require you to register for an Account. When you register to become a Member, you will be given the option to choose between different membership types (“Member Types”). Currently, Artrepreneur offers the following Member Types: (1) Individual, (2) Organizations, and (3) Buyer or Browser. Additionally, both Individual and Organization members can upgrade to a paid Pro plan. Each of these Member Types and plans may have services, functions, or features that are unique to that Member Type so please be sure to review these Terms and Artrepreneur’s Pricing page.
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, and 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 no longer have access to your password, please use the “Forgot Password” link on 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 both a personal account and a business account, or an account that highlights your graphic design work and another for photographic work. It is unacceptable to 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 use a unique email address. You will not be able to create multiple Accounts with the same email. You may also add multiple email addresses to any Account from your settings page.
You have the ability to delete your Account, either directly through the Platform or through a written request made to Artrepreneur on Artrepreneur’s Contact Page. You understand that upon deletion of your Account, you may lose the right to access or use all or part of the Platform or your ability to purchase Artwork.
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.
VI) CONTRIBUTOR RIGHTS
Artrepreneur hopes that you will agree that various collaboration and contributor features on the Platform sets Artrepreneur apart from other art-related online services. Through the contributor feature, you can invite someone – registered or otherwise – to be listed as a contributor on a piece of Artwork and Members may request another user with administrative control over a piece of Artwork to list them as a contributor to a piece of Artwork. Once the contributor accepts a contributor invitation to a piece of Artwork, or you as an administrator accepts a request for someone to be a contributor for a piece of Artwork you have administrative control over, the respective Artwork will then be made available on the contributor’s Artwork page on the Platform, which, among other things, showcases the Artwork as part of the contributor’s portfolio. Once approved, a contributor will continue to have rights to display the Artwork on their Artrepreneur page even after you have terminated your Account (and for the avoidance of doubt, such Artwork will remain on the Platform subject to the terms herein). In the event that the administrator of Artwork terminates their Account, the first approved contributor to a piece of Artwork will be granted administrator status.
Notwithstanding the foregoing, only the administrator of a piece of Artwork can make changes to the details of the Artwork. Should a contributor want to add information or make changes to Artwork, the contributor should contact the administrator of the Artwork, or make a request to the administrator to have the administration rights in and to the Artwork on the Platform transferred to you. An administrative transfer can only occur if the administrator accepts the request and/or approves the transfer. If you own or control the copyright for Artwork and the administrator refuses to transfer administrative control of Artwork to you, the appropriate procedure is to initiate a DMCA takedown request and upload the Artwork to your Account where you will then be the administrator for the Artwork.
VII) MEMBER CONTENT
As between Artrepreneur and each Member, a Member retains all right, title, and interest in and to all ownership and other interest(s) in your Member Content and 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 you 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 Platform related direct messages deemed sufficient for such purposes).
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.
VIII) FEES AND PAYMENTS
Currently, Artrepreneur offers a 1) Free and 2) Pro Plan as further outlined above in Section V. Each Plan has different features and functionality, as well as fees, as further set forth in these Terms and within Artrepreneur’s Additional Policies. A Member can upgrade or downgrade their Member Type at any time, subject to the Terms. Please be sure to review these Terms and Artrepreneur’s Pricing page.
Artrepreneur’s Pro Plan is a subscription-based model and is presently twelve dollars ($12.00) a month or One Hundred and Eight Dollars ($108.00) per year (“Fee”). However, Pro Member Accounts activated prior to March 4, 2020, will pay nine dollars ($9.00) per month until December 31, 2020. 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.
If you decide to subscribe to a Pro Member Type, 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 payable by you based on the billing information that 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 that you first establish a Pro Member Type) unless you terminate your Pro Member Type prior to the start of the subsequent applicable period. To avoid being charged for the next cycle, Artrepreneur recommends that you cancel one (1) business day prior to the end of the applicable period. Upon any cancellation, you will have access to the Pro Member Type through the remainder of applicable period and the Fee will not be reduced if you elect to not use or access the Platform during the remainder of the applicable period. Artrepreneur does not provide refunds on any Fees unless you qualify for a refund under the local laws applicable to your jurisdiction. Failure to pay the Fee will result in termination of your Pro Member Type, and you will be downgraded to an Individual Account. Notwithstanding anything to the contrary contained herein, all Fees are subject to change, subject to applicable law. Artrepreneur will notify Members thirty (30) days prior to any Fee changes.
Upon any failure to process payment for Fees, Artrepreneur reserves the right, in Artrepreneur’s sole discretion, to cease providing Pro Member access to you, limit your access to certain features of the Platform, or both. If you sign up for a free trial for a Pro Account (typically, Artrepreneur may extend to you one (1) month free upon sign-up) and elect not to subscribe to a Pro Member Type after the trial period ends (subscription for the next month/annual period may be automatic and your Payment Method may be charged unless you cancel as indicated on Account or Member Type sign-up), you will not be eligible to sign up for another free trial for such Pro Member Types unless specifically agreed to by Artrepreneur.
Artrepreneur offers a Marketplace to its members that helps facilitate sales between buyers and sellers of Artwork. Members can sell their original and physical Artwork in the Marketplace. Pro plan Members can also sell their Artwork in Member Showrooms, Showrooms only contain your Artwork. For more detailed information, please see our Marketplace and Showroom Rules and the Marketplace and Showrooms sections of our Help Center.
As otherwise stated herein, Artrepreneur is not involved in seller’s selling Artwork, including, but not limited to, the payment, fulfillment or shipping of any Artwork sold through a Marketplace or Showroom. Notwithstanding the foregoing, in an effort at protecting Members and Visitors, Free Plan Members must use escrow.com as the payment processor for transactions consummated via the Platform and Artrepreneur will receive a 10% commission from the seller. Pro Members have three options for payment processing when selling artwork: 1) Direct, 2) Escrow.com, and 3) Paypal. Pro Member sellers must choose one of these methods when making Artwork available for sale on Artrepreneur. Pro Plan Members selling Artwork do not pay any commission to Artrepreneur on Artwork sales, regardless of which payment method is used. Please see our Marketplace and Showroom Rules and the Marketplace and Showrooms sections of our Help Center for more information regarding the purchase of Artwork.
You cannot use your Pro Plan Payment Method to purchase any Artwork; your Pro Plan Payment Method is solely used in connection with the collection of the Pro Plan Fee. Marketplace fees and commission rates are valid through December 31, 2020, as set forth above.
Additionally, please also note, some third-party services, such as Paypal, have certain transaction limitations (such as no transactions for the sale of artwork over $10,000.00 USD), so please make sure to review the Marketplace and Showroom Rules or such third-party service terms and conditions before entering into any transaction with a buyer or seller.
If you are a Member and desire to purchase Artwork from another Member selling Artwork, you must use the payment method chosen by, or otherwise agreed to, by the seller, as the seller is who you are transacting with. You understand while you may communicate with a buyer or seller via messages on the Platform and/or agree upon certain terms of the sale within the Platform, the Platform does not permit you to finalize a transaction within the Platform and the transaction must be finalized off the Platform via a third-party payment service, such as Escrow.com or Paypal, or by other means, you agree to with the buyer or seller.
We encourage Members selling Artwork to utilize the various fields provided on the Artwork detail pages (available within your Account) and Marketplace Popup to provide all relevant information regarding the transaction. Buyers should be sure that they fully understand the aforementioned details before making a purchase.
As otherwise stated herein, you understand that Artrepreneur does not manufacture, store, or inspect any Artwork offered for sale or sold via the Platform. Artrepreneur provides an online marketplace as part of the Platform and the Artwork found within the Platform is produced, listed, and sold directly by independent third-party sellers. Without limiting anything herein, Artrepreneur cannot and does not make any warranties about any Artwork’s quality, safety, or even legality. Any legal claim related to Artwork you purchase must exclusively be brought directly against the seller of the Artwork (or in the case of the seller having a claim, to the buyer). You release Artrepreneur from any claims related to Artwork sold through the Platform, including without limitation, for defective items, misrepresentations by sellers, or items that cause physical injury (including product liability claims).
In the event that you and another Member or Visitor meet offline to consummate a transaction, fulfill the shipment of Artwork transacted via the Platform, or otherwise, please be careful and exercise caution and good judgment in all interactions with others. If you do meet another Member or Visitor offline, including representatives of such Member or Visitor, Artrepreneur accepts no responsibility or liability in connection with your interaction in accordance with these Terms, but kindly recommends that you always meet in a public, well-lit location. Do not go into another’s home or property, bring a second person with you and tell others where you are going, bring your cell phone and keep it on you, and overall, trust your instincts and leave if you are uncomfortable. Additionally, Artrepreneur encourages you to keep all communications for Artwork transactions within the Artrepreneur direct messaging system, or other savable electronic formats (such as your personal email, etc.), so that you have a written record of events if a transaction does not go as planned.
X) OPEN CALLS
Artrepreneur offers an open call system (“Open Calls”) that allows Organization Member Types with a Pro Plan to host artistic competitions. Other Pro Members may not offer any Open Calls, or other contest, on the Platform. For details on hosting or applying to Open Calls, please see the Opportunities section on Artrepreneur’s Help Center.
Artrepreneur has provided default terms to be followed for all Open Calls (see Open Call Rules), however, the Organization hosting the Open Call may provide additional terms. These additional terms, if any, will be made available by an Organization on and/or as a linked document from the Open Call page. By applying to an Open Call, you agree to and will become subject to the Open Call Rules and any additional rules or terms specified on the Open Call page. Artrepreneur urges you to review the rules before you participate in the Open Call.
Administration of an Open Call shall solely fall upon such Organization Member offering the Open Call and Artrepreneur will not be responsible or liable for anything in connection with such Member Open Call, including, without limitation, any law, regulation, or requirement related to a contest, sweepstake, game of chance, or other analogous situation.
XI) JOB BOARD
Artrepreneur offers a Job Board as part of the Platform that allows Organization Members with a Pro Plan to post, at present, an unlimited amount of job postings (a “Job Post”) for creative, graphic design, advertising, and other artistic jobs. No non-artistic jobs may be posted. Currently, Artrepreneur charges Organization Members no fees to make a Job Post, other than the fees associated with the monthly or yearly Pro plan.
A Member can apply or respond to a Job Post by clicking on various application links that will be present on the Job Post page, and a copy of a Member’s resume will be sent to the job poster, as well as any Artwork a Member attaches to the Job Post application and an optional cover letter (text box only).
Administration of Job Post shall solely fall upon such Organization Member offering the Job Post and Artrepreneur will not be responsible or liable for anything in connection with such Job Post. Artrepreneur is solely providing a venue to connect applicants and Organization Member job posters.
XII) BLOGS (ART LAW JOURNAL AND ART BUSINESS JOURNAL)
As part of the Platform, Artrepreneur offers a few unique blogs:
These Terms govern the use and access to the blogs. Members may comment on some of the blog articles offered, the same being deemed Member Content hereunder. Once a Visitor signs up for a and Artrepreneur Member Account, such Member will be automatically enrolled in the newsletters for the blogs. Visitors may also sign up for the blog newsletter individually from each blog.
The views expressed on these blogs are those of the authors in their personal capacities and are not necessarily those of Artrepreneur.
The information provided on the Platform, including these blogs, does not, nor is intended to, constitute legal advice. All materials on the Platform are for general informational purposes only. Readers should contact an attorney to obtain legal and business advice with respect to any particular legal matter. All liability with respect to actions taken or not taken by you based on the contents of the Platform are expressly disclaimed and Artrepreneur shall have no liability to you regarding the same.
XIII) USER CONDUCT, RESTRICTIONS, AND REPRESENTATIONS
You agree to only 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, which prevents your ability to enter into, perform in accordance thereof, and comply with all of the Terms. You acknowledge that you are at least 18 years of age, or have a 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 in the event that 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 another form of payment on the Platform unless you have all necessary authorizations to do so.
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, 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 or 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, Stripe, Escrow.com, PayPal, etc. 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 contacting 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.
You represent and warrant that if you are a Member Organization offering a contest, sweepstake, game of chance, or other analogous situation on the Platform, including, without limitation, via an Open Call, you will be solely responsible for compliance with all legal requirements in connection with offering the same.
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 of Member Content that you upload to the Platform, and Artrepreneur has no obligation to provide you with access to or backup copies of any of 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 XVII (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 was unable to anticipate before releasing updates to the public. Please help Artrepreneur to identify bugs or other technical issues that may have slipped through the cracks so that Artrepreneur may 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.
XIV) 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 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. For the avoidance of doubt, this could include the immediate forfeiture and destruction of all information associated with your Account. Artrepreneur reserves the right, in Artrepreneur’s sole discretion, to change how Artrepreneur operates at any time for any reason. In the event that your Account is suspended or terminated, Artrepreneur shall not be liable to you for your inability to access any content. Artrepreneur recommends saving backup copies of your Member Content (including Artwork) off of the Platform at all times.
Artrepreneur may reclaim any username or custom URL (such as a Showroom URL, please see Artrepreneur’s Marketplace and Showroom Rules) 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. In the event Artrepreneur reclaims any username or custom URL, Artrepreneur will use reasonable commercial efforts to provide you with notice prior to 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 edit any Member Content to ensure that Member Content complies with the Terms. For clarity, Artrepreneur’s intention with this right is that 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, from time to time, 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.
Without limiting anything else herein, in the event of any dispute between you and another user of the Platform or other third parties, Artrepreneur may, in Artrepreneur’s sole discretion without any obligation to you, provide your contact information to a complaining party.
Artrepreneur explicitly reserves all rights not specifically contemplated herein which relates to the Platform or Artrepreneur’s business operations.
XV) DISPUTES WITH OTHER USERS
As further mentioned in Section IX (Marketplace), Artrepreneur is not involved in the sale of Artwork, including, but not limited to, the payment, fulfillment or shipping of any Artwork sold through a Marketplace or Showrooms. If you find yourself in a dispute with another user in connection with the Platform, such as an issue with a purchase or sale of Artwork, Artrepreneur encourages you to contact the other party and try to resolve the dispute amicably. Alternatively, please contact the payment processor or your credit card company to resolve the dispute.
Artrepreneur has no obligation to resolve any disputes and you understand Artwork is sold by independent third-party sellers and Artrepreneur accepts no responsibility for the actions of such third parties. Without limiting anything herein, you release Artrepreneur from any claims, demands, and damages arising out of disputes you have with other users or parties using the Platform.
XVI) COMMITMENT TO DATA SECURITY
XVII) 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 KIND OF 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 MAKE 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, WHETHER ONLINE OR IN PERSON.
TO THE FULLEST EXTENT PERMITTED BY LAW, ARTREPRENEUR, NOR ARTREPRENEUR'S AFFILIATES AND LICENSEES (INCLUDING THIRD-PARTY SERVICE PROVIDERS), 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 PAST TWELVE MONTHS. 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.
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, 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 that you may have under said §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.
You agree to indemnify Artrepreneur, along with Affiliates and third-party service providers, 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 your breach of these Terms and use, whether directly or indirectly, of the Platform, including, without limitation, your actions, your misuse of the Platform, and your infringement of someone else’s rights. This means that if Artrepreneur gets sued because of something that you did, you will defend and indemnify Artrepreneur. You shall also provide the foregoing parties prompt and reasonable cooperation in the event any of the foregoing parties is 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.
XX) 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, 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 to 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, then such claim (and only that claim) will be severed from the mandatory arbitration and may be brought in 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 such action is brought by you 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.
XXI) MISCELLANEOUS LEGAL PROVISIONS
These Terms represent the entire understanding between Artrepreneur and you, superseding all prior agreements, whether oral or written, with respect to 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 for 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. If any part of the Terms is deemed by a court of law to be void, voidable, illegal, or unenforceable, the remainder of the Terms will remain in full effect as if such void, voidable, illegal, or unenforceable part had not existed and it will be adjusted rather than voided, if possible, in order to achieve the intent of the parties 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 to affect the meaning or interpretation of the Terms. All provisions of these Terms, which by their nature should survive termination or expiration, shall survive termination or expiration.
You agree that a violation of these Terms by you may result in irreparable harm to Artrepreneur, where monetary damages may be inadequate, and you hereby agree that Artrepreneur may seek injunctive relief without the need for posting 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 and you are responsible for any system software and/or hardware compatibility requirements for 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 are 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 specifically contemplated herein which relates 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.
All notices permitted or required under these Terms must be in writing and delivered to us through Artrepreneur’s Contact Page or by mail: Orangenius Inc., DBA Artrepreneur, 511 Ave of the Americas, Suite #934, New York, NY 10011