Last Updated: January 25, 2021
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”).
IMPORTANT NOTICE: SECTION XX OF THIS TOS CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL REQUIRE YOU TO SUBMIT ANY CLAIMS YOU MAY HAVE AGAINST ARTREPRENEUR TO BINDING AND FINAL ARBITRATION. IN ADDITION, UNDER THE ARBITRATION PROVISION, (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ARTREPRENEUR ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. BY ENTERING INTO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THESE TERMS, INCLUDING BUT NOT LIMITED TO SECTION XX OF THE TOS AND THE ARBITRATION POLICY.
You acknowledge and agree that, as the provider of the Platform, Artrepreneur does not: (a) own, control, offer or manage any listings on the Marketplace or Job Board, (b) manufacture, store, or inspect all or any Artwork, or (c) own, control, offer or manage any Open Call other than those offered under the Artrepreneur account. 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 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 MAKES NO WARRANTY ABOUT THE CONDITION, QUALITY, OR LEGALITY OF THE ARTWORK THAT YOU PURCHASE. ANY LEGAL CLAIM RELATED TO ARTWORK, CREATIVE SERVICES, JOB POSTINGS, OR OPEN CALLS MUST BE BROUGHT DIRECTLY AGAINST THE APPLICABLE USER AND NOT ARTREPRENEUR.
Please read these Terms fully 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 USE OR ACCESS THE PLATFORM, SELL OR PURCHASE ARTWORK, OR USE ANY OF ARTREPRENEUR’S SERVICES.
II) MEMBER TERMS
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 or certain Member Types (as defined below).
Artrepreneur reserves the right to modify, alter, amend, or update the Terms at any time without notice to you in Artrepreneur’s sole discretion, and 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.
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’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.
IV) THIRD-PARTY SERVICES, SITES, AND MATERIALS
The Platform interoperates with several third-party site services , including, without limitation, Facebook, Google, Stripe, Escrow.com, and PayPal (collectively, “Third Party Services”), and that some of the Services provided are dependent on the availability of such 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. In order 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. In the event that 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 as to the use of that 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 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.
To access certain features of the Platform, you may be required 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 Member Types for the following individuals and organizations: (1) individual artists (“Artists”), (2) businesses and organizations (each, an “Organization”), and (3) buyer or other non-visual artists (collectively, “Fans”). Additionally, both Artists and Organizations can upgrade to a paid pro plan (“Pro Plan”). Each of these Member Types and Plans (defined below) 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 the Account Login Screen. 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 an Artist account and an Organization account, or an account that highlights your graphic design work and another for photographic 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 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’s settings 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 direct messages via the Platform are 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) Basic Plan, 2) Pro Artist Plan, and 3) Pro Organizations Plan (each, a “Plan”). Each Plan has different features and functionality, as well as 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 page.
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 prior to 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.
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 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 the 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 required under the local laws applicable to your jurisdiction. Failure to pay the fee will result in termination of your Pro Plan, and you will be downgraded to the Basic Plan. 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 Plan access to you, which will limit your access to certain features of the Platform. If you sign up for a free trial for a Pro Account (typically, Artrepreneur may extend to you 30 days free upon sign-up) and elect not to subscribe to a Pro Plan after the trial period ends (subscription for the next month/annual period may be automatic and your Payment Method will be charged unless you cancel your Pro Plan), you will not be eligible to sign up for another free trial for such Pro Member Types unless specifically agreed to by Artrepreneur.
IX) SELLING ARTWORK AND SERVICES
Artrepreneur offers a Marketplace to its members that helps facilitate sales between buyers and sellers of Artwork. Members can sell their original, physical Artwork in the Marketplace. Pro Plan Members can also sell their Artwork in separate Showrooms that 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.
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. Artrepreneur accepts no risk of loss in connection with a seller failing to adequately package their artwork. All such issues should be resolved solely between the buyer and seller. (Please see “I have a problem with my purchase”).
As of January 24, 2021, only Pro Members can sell artwork on Artrepreneur. Pro Artist Plan Member must choose either direct or PayPal payment when making Artwork available for sale on Artrepreneur. Pro Members selling Artwork do not pay any commission to Artrepreneur on Artwork sales, regardless of which method is used for receiving payments from sales. 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.
Artwork added to the Marketplace by Basic Plan Members prior to January 24, 2021 may continue to sell those works using escrow.com as the payment processor for transactions consummated via the Platform from which Artrepreneur will receive a 10% commission from the Artist or Organization. Basic Plan Members WILL NOT be able to add any additional Artwork to the Marketplace without upgrading to a Pro Membership. Additionally, if an Artwork from Basic Plan Members is removed from the Marketplace, it cannot be added to the Marketplace again without the Member upgrading to a Pro Plan. Artrepreneur reserves the right to discontinue Basic Member Plan sales.
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.
Artists may also offer Creative Services to Organizations through the Platform. Artrepreneur does not perform Creative Services and does not employ Artists to perform Creative Services or otherwise control when, how, where, whether, or for whom an Artist performs Creative Services. Artists provide services under their own name or business name, and not under Artrepreneur’s name. Artists operate as independent contractors, and their use of the Platform is merely to facilitate introductions to Organizations seeking Creative Services. Artists are free to solicit clients and provide their services outside of the Platform, including any services that compete with the Platform. Artists are free to accept or reject any Creative Services requested by an Organization. However, if an Artist agrees to provide Creative Services to an Organization through the Platform, the Artist is expected to fulfill the Artist’s contractual obligations. Artists set their own rates for Creative Services performed for an Organization through the Platform, without deduction by Artrepreneur.
Artrepreneur and the Platform are not an employment agency service or business and Artrepreneur is not an employer of any Artist. Artists acknowledge and agree that they are responsible for exercising their own business judgment in entering into agreements with Organizations and performing Creative Services. Artists further acknowledge and agree that Artrepreneur does not guarantee that any Organization will request or accept Creative Services or that Artists will profit from any Creative Services performed.
You cannot use your Pro Plan Payment Method to purchase any Artwork or Creative Services; your Pro Plan Payment Method is solely used in connection with the collection of the Pro Plan Fee.
Additionally, please also note, some Third Party Services, such as PayPal, have certain transaction limitations (such as no transactions over $10,000.00 USD), so please make sure to review the Marketplace and Showroom Rules or such Third Party Services terms and conditions before entering into any transaction with an Artist, Organization, or Fan.
If you are a Fan or Organization and desire to purchase Artwork or Creative Services from an Artist, you must use the payment method chosen by, or otherwise agreed to, by the Artist, as the Artist is who you are transacting with. You understand while you may communicate with a Fan, Organization or Artist 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 Service, such as Escrow.com or PayPal, or by other means, you agree to with the applicable Fan, Organization or Artist.
You understand that Artrepreneur does not manufacture, store, or inspect any Artwork or perform or inspect any Creative Services offered through the Platform. Artrepreneur provides an online marketplace as part of the Platform and the Artwork and Creative Services offered within the Platform is provided, created, and performed directly by independent third-party sellers. Without limiting anything herein, Artrepreneur cannot and does not make any warranties about the quality, safety, non-infringement, or legality of any Artwork or Creative Services. Any legal claim related to Artwork or Creative Services you request must exclusively be brought directly against the selling Artist (or in the case of the Artist having a claim, to the buying Fan or Organization). YOU RELEASE ARTREPRENEUR FROM ANY CLAIMS RELATED TO ARTWORK CREATIVE SERVICES SOLD THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION, FOR DEFECTIVE WORK PRODUCT, MISREPRESENTATIONS BY ARTISTS, OR ITEMS THAT CAUSE PHYSICAL INJURY (INCLUDING PRODUCT LIABILITY CLAIMS).
In the event that you and another Fan, Organization, or Artist 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 that allows Pro Organization Plan Members to host artistic competitions (“Open Calls”), wherein applicants are required to submit Artwork as the primary criteria for which the Open Call is judged or juried). Other 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 Open Call and Jobs 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 the Open Call page (“Additional Rules”). By applying to an Open Call, you agree to and will become subject to the Open Call Rules and any Additional Rules. Artrepreneur urges you to review the Open Call Rules and Additional Rules before you participate in the Open Call. In the event of any conflict between the Additional Rules and the Open Call Rules or these Terms, these Terms and the Open Call Rules shall apply.
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. All Open Calls must be legally deemed to be a contest in the jurisdiction(s) where they are offered. Organizations may not offer a sweepstake, game of chance, or lottery without Artrepreneur’s express prior written consent in each instance.
XI) JOB BOARD AND TALENT SEARCH
Artrepreneur offers a Job Board as part of the Platform that allows Pro Organization Plan Members 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 Pro Organization Plan Members no fees to make a Job Post, other than the fees associated with the monthly or yearly Pro Organization Plan. Administration of Job Post shall solely fall upon such Business offering the Job Post and Artrepreneur will not be responsible or liable for anything in connection with such Job Post.
An Artist Member can apply or respond to a Job Post by clicking on various application links that will be present on the Job Post page. Organization and Buyer / Browser Members cannot apply for Jobs. Clicking the apply button on a job will start the application wizard, which will take the applicant through the steps required to finalize their application. After the application is complete, a PDF of the Member's resume, if provided, as well as a link to their Artrepreneur Visual Resume, any Artwork attached to the Job Post application, and an optional cover letter (text box only) will be sent to the Organization that created the Job Post.
Artist Members may also indicate to Organizations that they are available for hire by posting their profile to the Platform’s Hire Talent Search page. Organizations may contact Members directly regarding any job opportunities.
Artrepreneur and the Platform are not an employment agency service or business, and Artrepreneur does not investigate or vet any Artist, Organization, or Job Posting. Artrepreneur is solely providing a venue to connect creative professionals with businesses that have job opportunities.
XII) ARTREPRENEUR CONTENT
As part of the Platform, Artrepreneur offers its own content, including, but not limited to, (collectively, the “Artrepreneur Content”):
These Terms govern the use and access to Artrepreneur Content. Members may comment on some of the Artrepreneur Content offered, the same being deemed Member Content hereunder. Once a Visitor signs up for an Artrepreneur Member Account, such Member will be automatically enrolled in our newsletters, including the blog newsletter. Visitors may also sign up for the blog newsletter individually from each blog.
All Artrepreneur Content is the exclusive intellectual property of Artrepreneur and its respective licensors. 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 the Artrepreneur Content, 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 the age of majority in your jurisdiction, if older), 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 other 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:
- transfer, rent, lease, lend, sell, resell, sublicense, or otherwise commercially exploit the Platform, in whole or in part;
- 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;
- 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;
- 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;
- 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;
- publish or link on the Platform to malicious content intended to damage or disrupt Artrepreneur, or any other third party’s software or hardware;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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;
- misrepresent your identity or any biographical information in your Account; and
- impersonate any person(s) or entities while using the Platform, whether directly or indirectly.
You represent and warrant that if you are an Organization offering an Open Call on the Platform, 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 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 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. 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 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, 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.
Artrepreneur explicitly reserves all rights not specifically contemplated herein which relate to the Platform or Artrepreneur’s business operations.
XV) DISPUTES WITH OTHER USERS
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. Artrepreneur is further not involved in the provision of Creative Services or the posting or fulfillment of any Job Posting. 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 and Creative Services are 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 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.
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, unsatisfactory Creative Services, 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 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.
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 or the requesting or provision of Creative Services, 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 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 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 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 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.
All notices permitted or required under these Terms must be in writing and delivered to us through Artrepreneur’s Contact Page, contacting firstname.lastname@example.org, or by mail to Orangenius, Inc., DBA Artrepreneur, 511 Ave of the Americas, Suite #934, New York, NY 10011.