FAQ – SALESROOM: ART SALES TERMS AND CONDITIONS
ArtSlant Selling Artists must agree to the following Terms & Conditions upon registering for the SalesRoom selling program for Original Works.
The purpose of the ArtSlant SalesRoom Program is to allow artists to upload images for their original works of art and make those works available to consumers, for purchase.
This document is a legal agreement between you, the artist, and ArtSlant. By clicking the "I agree" button on your ArtSlant registration to become a selling artist, you are stating that you have read this agreement, and that you agree with all of the statements contained within it.
ArtSlant Entities. In this Agreement, the ArtSlant entities, ArtSlant Inc, ArtSlant LP and ArtSlant.com will be referred to as “ArtSlant”.
Participation in the program is based upon the assumption that you are 18 years of age or older and can form a legally binding contract.
2. Program Access
Once you have completed the registration process a “sales gallery” will be established for you at www.artslant.com.
3. Acceptance or Rejection of Artwork Files
Digital artwork that is uploaded to your gallery will be reviewed by ArtSlant to ensure it complies with the company’s policies as well as technical requirements for sales. ArtSlant reserves the unilateral right to reject without liability to the submitter, any artwork.
4. Image Classification
ArtSlant reserves the right to re-classify images in your gallery through the use of “keywords,” "tags," and “categories” with respect to the search functions of the SalesRoom.
ArtSlant makes no recommendation, warranty or promise of any kind in connection with the use of the SalesRoom that you will receive any orders, inquiries about, or purchases of your art.
6. Changes; Notices
In addition to the provisions of this Agreement, specific pages on the Website may set out additional terms and conditions, all of which are incorporated by reference into this Agreement. Terms and conditions may be changed or updated at any time by ArtSlant posting the changed Agreement on the Website. You agree to accept delivery of any such notice, or any other notice regarding your account or the Program, via the above method or via the email account address you have most recently registered with ArtSlant. It is your responsibility to review any such change notices and/or check the Website from time to time to be sure you understand the terms and conditions and are in compliance with them. In the case of inconsistencies between this Agreement and any information provided on the Website or in online or off-line materials (e.g., promotional materials and mailers), the most recent version of this Agreement will always control.
7. Compliance with Terms
By using the Program services, you indicate that you accept the terms and conditions of this Agreement and any subsequent modifications. Your participation in the Program is subject to your compliance with this Agreement. If at any time you do not agree with this Agreement, simply stop using Program services on the Website. You are allowed to have only a single Profile account open at any time. By participating in the Program, you acknowledge that you are 18 or older.
You shall not use any trademark of any other person or entity, and, as between us and you, you gain no trademark rights in your display name or gallery name. The establishment and hosting by us of an Artist Gallery for you does not constitute any assignment or transfer to you of ownership in any domain property of ours, intellectual property or TradeMark of ours. You acknowledge that your Artist Content will be publicly available. You are responsible for evaluating and bearing all risks associated with the public availability of your Artist Content. We shall have no obligation or responsibility for registering the copyright in any Artist Content with any copyright office. You are fully responsible for all activities that occur on your Artist Gallery, and you should ensure that you exit from your account at the end of each session. You agree to promptly notify us of any unauthorized use of your password or Artist Gallery. You may not use a false email address, impersonate any person or entity, or otherwise misrepresent the origin of any Artist Content.
9. Use of Your Artist Gallery
You may add or remove Artist Content from your Artist Gallery as you wish subject to the terms of this Agreement. You agree and acknowledge that you shall not use the Website or your Artist Gallery (i) as storage for remote loading for another website, whether internal or external to the Website; (ii) to link to any website that violates our Terms, (iii) to solicit for advertisers or sponsors; or (iv) to display a sponsorship banner of any kind, including those that are generated by banner or link exchange servers.
10. Content Policy
You acknowledge and agree that all Artist Content appearing on your Artist Pages must comply with our Terms. You will be solely responsible for all elements of the Artist Content uploaded or distributed by you or in the name of your account (including but not limited to all Artwork and textual information such as contact details, profile, information, messages and commentary on your Artwork or the artwork of others) and the accuracy and propriety of the same. You agree that we have the right, but not the obligation, to screen all Artist Content for compliance with our Terms, to prevent Artist Content from appearing on your Artist Pages or to remove Artist Content that already appears on your Artist Pages, for any reason. You acknowledge that the factors determining whether Artist Content falls within the Terms may be subjective, and you agree that we shall determine in our sole discretion whether your Artist Content adheres to the Terms. You acknowledge and agree that we may preserve Artist Content or disclose it if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process or enforce the terms of this Agreement. Our use of any item, advertisement or collateral material featuring your Artist Content does not indicate that we approve of the Artist Content or that you are absolved of any liability or harm arising from our use of the Artist Content. In the event that you leave Artslant, and properly notify us, we will use reasonable efforts to remove your Artist Content from any item, advertisement, or collateral as soon as possible. If you believe that your Artist Content has been copied by another person and appears on the Website in a way that constitutes copyright and/or trademark infringement, please report it to us immediately.
11. Representations, Warranties and Covenants
You hereby represent, warrant and covenant to us as follows:
(a) Binding Agreement. This Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
(b) Rights. You possess all rights in and to all elements of the Artist Content necessary to grant us the rights granted by you in this Agreement, and you agree to provide us documentation evidencing the same upon request.
(c) No Conflicts. No third party possesses any license or other rights with respect to any element of the Artist Content that would prohibit or impair our ability to exercise fully the rights granted by you in this Agreement, and you may not falsely state or otherwise misrepresent your affiliation with any other person or entity in any way. There is no pending or threatened claim, action, or proceeding related to any element of the Artist Content with respect to copyrights, trademarks or other intellectual property rights, and there is no basis for any such claim, action, or proceeding.
(d) Compliance with Terms; Non-Infringement. All elements of the Artist Content complies with the Terms. No element of the Artist Content will: (i) violate any applicable law, rule or regulation (including, but not limited to, laws relating to false or deceptive advertising); (ii) be libelous; or (iii) will violate, misappropriate or infringe upon any intellectual property right or other right of any third party (including, but not limited to, contractual rights, trademark rights, copyrights, trade secrets, moral rights, or rights of privacy or publicity).
(e) Circumvention of the ArtSlant SalesRoom. We are able to support a vibrant and effective community for our artists only when appropriate sale transactions occur within it. You shall not include in your Artist Gallery or in any of your Artist Content, information intended to, or that has the effect of, leading to sales of listed items outside of the SalesRoom. You will not take any actions that have the affect of taking sales, or follow on collector sales, from the SalesRoom.
(f) Other Restricted Activity. You will not post any Artist Content that is false, inaccurate, misleading, illegal, obscene, threatening, defamatory, invasive of privacy, or otherwise objectionable or injurious to third parties. You will not post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, software viruses, political campaigning, commercial solicitation, mass mailings, “junk mail,” “spam,” “chain letters,” or “pyramid schemes” or other such solicitations. You shall not “stalk” or otherwise harass any other Program participant. You may not collect or store personal data about Program participants except as specifically authorized by them. You will not upload, post or otherwise transmit any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
(g) Compliance with Laws. You acknowledge and agree that you will use the Website and operate your Artist Gallery at all times in accordance with all applicable United States federal, state and local laws. Recognizing the global scope of the Internet, you further agree to comply with all applicable laws regarding the transmission of electronic data exported from the country in which you reside. You represent and warrant to us that you have all necessary consents and permissions to send email communications to addresses that you add to your address book.
(h) The artist price will be applied against amounts returned for fraud, bad debts, returned goods and chargebacks. No artist payments will be owed or payable on the sale of items that violate the Terms or this Agreement. Payments due to you shall be paid when the buyer's 30 day return privilege expires.
12. Sale of Original Art
We provide a venue for you to sell original Artworks via the SalesRoom. You hereby acknowledge and understand that you are responsible for (i) delivery of any original Artwork sold, putting in place shipping insurance where relevant, and risk of loss when shipping insurance is not used; (ii) Assisting ArtSlant in the resolution of any disputes arising from the sale of original Artwork; and (iii) complying with any applicable laws, restrictions, regulations or manner of sale or exchange that may pertain to transactions of the original Artwork. You shall indicate clearly on your Artist Gallery whether or not any original Artwork is for sale or not and, if it is, the price of the original Artwork. Any change of status of availability must be updated within 48 hours of such change in status. If we receive complaints from users who attempt to buy original Artwork listed by you as being available for sale when it is not, your membership with the Program may be subject to termination. Any prices listed must be stated in U.S. dollars.
As the creator of your Artwork, you are the owner of the copyright to your Artwork work even if you sell the original Artwork to someone else. So, even if someone else buys your original they do not own the reproduction and other copyrights to the Artwork itself, unless you specifically draw up a contract to reflect that you have transferred such rights to that person.
13. Artist’s License Grant
a) License Grant. You retain all copyrights to your Artworks and other Artist Content; provided, however, you grant to us a non-exclusive, transferable, worldwide, royalty-free license to (i) digitally reproduce, publicly display and otherwise utilize your Artworks (and watermarked, cropped or re-sized modifications thereof) and other Artist Content to advertise, market, promote, and publicize your Artwork, the Website and our other offerings in any reasonable manner, provided, however, that we shall not be required to so advertise, market, promote or publicize.
(b) Sell-Off Period. The licenses granted in Section 14(a) above shall terminate as of the date that is six (6) months following the termination of this Agreement.
(c) Suggestions and Feedback. You grant us a transferable, worldwide, royalty-free license to use, disclose, modify, license and exploit any suggestions, comments, ideas, improvements or other feedback or materials disclosed by you to us.
14. Use of Logos and Trademarks; Proprietary Rights
We reserve the right to display any of our trademarks, trade names, designs, logos or trade dress (“Marks”) on any part of the Website, including the Artist Gallery. You shall not make any use of any Marks without our prior express approval. You may not purchase or register domains, keywords, search terms or other identifying terms that include the words “SalesRoom,” “artslant.com” or other Marks, or any variations or misspellings thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. At no time during or after the term of this Agreement shall you challenge or assist others to challenge any Mark or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to any Mark. You acknowledge and agree that any content found or distributed on or through the Website may be protected by proprietary rights of ours or our advertisers, partners and member artists. You may not use or distribute any such content without the authorization of the content owner. At this time the Marks include, but are not limited to; ARTShow, SalesRoom, ArtSlant, ARTslant, Juried Showcase, Showcase Winners, Juried Winners, Editor's Select.
You hereby agree to defend, indemnify and hold harmless Artslant and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ and witness fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that any element of your Artist Content infringes on any trademark, trade name, service mark, copyright, license, publicity right, privacy right, goodwill, patent, or other intellectual property or proprietary right of any third party; (ii) any misrepresentation of a representation or warranty or breach of a covenant made by you herein; (iii) any claim related to any element of your Artist Content or the Artist Gallery; or (iv) your use or misuse of the Website.
16. Termination of this Agreement
You agree that we, in our sole discretion, may, immediately and without prior notice, terminate your password, account (or any part thereof) or use of the Website, and remove and discard any Artist Content you may have contributed to the Website, at any time for any reason or no reason. We may also in our sole discretion and at any time discontinue providing the Website, or any part thereof, with or without notice. We shall have no obligation to preserve or return to you any images, files or other Artist Content related to your account. If you have paid for a “free membership ”, “Standard membership ”or “Premium membership” account and your account is not being terminated due to your material violation of this Artist Agreement, then upon termination of the account we will refund to you a pro rata portion of your annual account fee based on any unused portion of your fee. Other than as set forth in the preceding sentence, we shall not be liable to you or any third-party for any termination of your access to the Website. Should you object to any terms and conditions of the Agreement or become dissatisfied with the Website in any way, your only recourse is to immediately discontinue your use of the Website and/or terminate your account.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE QUALITY OF ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED BY ARTIST THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED.
WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE ARTIST SALESROOM OR THE WEBSITE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. THE WEBSITE AND THE PROGRAM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
WE SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU IN CONNECTION WITH THE WEBSITE OR THE PROGRAM INCLUDING BUT NOT LIMITED TO LOSS OF DATA, NONDELIVERIES OR MISDELIVERIES OF CONTENT OR EMAIL, ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION, SERVICE INTERRUPTIONS CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF A USER OF THE WEBSITE, OR PROBLEMS ARISING AS A RESULT OF DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE WEBSITE.
WE DO NOT CONTROL THE ARTIST CONTENT POSTED OR DISTRIBUTED BY PROGRAM PARTICIPANTS ON OR THROUGH THE WEBSITE. WE ASSUME NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY CONTENT OR ARTWORKS DISTRIBUTED OR MADE AVAILABLE BY PROGRAM PARTICIPANTS THROUGH THE WEBSITE. WE MAKE NO REPRESENTATION THAT THE QUALITY OF ANY WORKS OF ORIGINAL ART PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS.
18. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL ARTSLANT OR ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) YOUR USE OR INABILITY TO USE THE WEBSITE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ARTIST GALLERY, DATA OR TRANSMISSIONS; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (D) ANY OTHER MATTER RELATING TO THIS AGREEMENT, THE PROGRAM OR YOUR ARTIST GALLERY. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED, AT ANY TIME, THE TOTAL AMOUNTS PAID TO YOU UNDER THIS AGREEMENT DURING THE PREVIOUS 12-MONTH PERIOD.
19. Disclosure for Legal Purposes
You hereby authorize us to disclose information pursuant to judicial and administrative proceedings, and in connection with law enforcement activities and as otherwise may be permitted by law, to law enforcement or government agencies if we believe the disclosure is necessary or appropriate. You also authorize us to disclose information if we believe the disclosure is necessary or appropriate in the event of an investigation of improper or illegal conduct in connection with the Artist Gallery specifically or the Website in general, such as fraud, misrepresentation, intellectual property infringement, or other activity that may put us at risk for liability.
All dollar figures in this Agreement refer to United States dollars. You and Artslant are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Artslant. This Agreement will be governed by the laws of the United States and the State of California, without reference to rules governing choice of laws.
The parties waive their right to seek remedies in court, including any right to a jury trial. The parties agree that in the event of any dispute between the parties in connection with this agreement, the Terms, or ArtSlant and it's affiliates, such dispute will be resolved exclusively by arbitration to be conducted only in San Diego County, California, in accordance with the rules of JAMS/Endispute (“JAMS”), applying the laws of Delaware. Disputes shall not be resolved in any other form or venue. The parties agree that discovery shall not be permitted except as provided by the rules of JAMS, that the arbitration award shall not include factual findings or conclusions of law, and that no punitive damages shall be awarded. Any award rendered by the arbitrator shall be final and binding, and judgement may be entered on it in any court of competent jurisdiction.