Artist Agreement

Last Update: September 14, 2011

By completing the registration process on artvenue.com (“ArtVenue” or the “Site”), or by attempting to use or by attempting to use ArtVenue, you (“Artist”, or “You”) agree to be bound by the terms and conditions in this Agreement. ArtVenue may change this Agreement from time to time and at any time, and without actual notice to you. All such changes to this Agreement will appear on the Site. By using the Site after we post any changes, you agree to those changes. If at any time you choose not to accept these terms and conditions, please do not use the Site. It is your responsibility to check this Agreement on a regular basis and stay up-to-date on any changes or amendments.

1. Roles and Responsibilities of the Parties

a. Generally. ArtVenue is a venue that allows you, if you comply with ArtVenue’s polices to this Agreement, to display and sell your visual art, sculptures, digital art or other work (collectively “Work” or “Works”) through this Site and allows businesses to browse your Work for possible exhibit in their place of business (“Display Location(s)”), and for you to find locations to display your Work, through mutual agreement arranged with such Display Locations (collectively, the “Services”). Through the Site and through the Display Locations, you will have the opportunity to sell your Work to buyers (“Buyer)” or, collectively “Buyers”). By using the Site, you agree to be contacted by businesses that might be interested in displaying their Work. ArtVenue is not directly involved in the transaction between you, the Display Location and/or the Buyer and ArtVenue does not transfer legal title of ownership of items to a Buyer. As a result, you acknowledge and agree that it is solely your responsibility to insure control over the quality, safety, or legality of any aspect of the Works, the accuracy or truth of the listings, your ability to display and sell Work or the ability of Buyers to pay for Work, and that you acknowledge and agree that ArtVenue has no responsibility toward or control over the same. In order to facilitate a show, exhibit or event (collectively, “Art Exhibit”), you will communicate with potential Display Location via the tools provided on the Site, but ArtVenue will not be directly involved in such facilitation. To the extent that you pay ArtVenue any fees for its Services, the relationship between you and ArtVenue shall be that of an independent contractor and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. By using any of ArtVenue’s Services or the Site, You consent that ArtVenue is a venue and, as such, is not responsible or liable for any content, information, images, profiles, websites, and/or links posted by you or other users or outside parties on ArtVenue. You use ArtVenue Services at Your own risk.

b. Venue Agreement. The Display Location (aka “Venue”) has contracted separately with ArtVenue with regards to its rights and responsibilities. In order to remain transparent and promote communication and an understanding between all the parties, the standard form Venue Agreement (agreed to by all Display Locations) is attached to this Agreement as Exhibit A.

2. Eligibility

You must be eighteen (18) years or older to register with the Site or to use any of its Services. Use of the Services is void where prohibited. By using this Site, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of its terms and conditions. The Site is not intended for use by anyone under eighteen (18) years of age, and ArtVenue does not knowingly collect personal information from anyone under eighteen (18) years of age. If you are under eighteen (18) years of age, you must designate a representative (parent, guardian, etc) over eighteen (18) register and manage the account and otherwise act on your behalf to arrange Art Exhibits.

3. Services Offered by ArtVenue

a. Services Provided: ArtVenue provides you the ability to display your Work online for potential Display Locations and Buyers and other such related services, including but not limited to:

1. ArtVenue Generated Content - posts in to the Site, including information about Work, Display Locations and Art Exhibits.
2. User-Generated Content - Uploaded images, copy or Work entered by Artists, Display Locations and other users.
3. Messaging/Communication - A messaging, commenting, or posting system allowing users to communicate directly with each other.
4. Events/Shows - Publication of shows/exhibits/events information not limited to images, videos, live streams or other media.

b. Modifications to Services: ArtVenue reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that ArtVenue shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

c. Interruption of Services: ArtVenue makes reasonable efforts to keep the Site in running order, but technical difficulties, routine maintenance and other events outside of our control may occur. You acknowledge and agree that we shall not be liable to you or any third party for any consequences of any modifications, termination or interruption of the Site or the services available through it.

4. Terms of Display and Sale

a. Commissions and Fee Split. You agree that any proceeds from the Sale of your Work at a Display Location shall be split as follows, subject to a two point nine percent (2.9%) fee and a thirty cent ($.30) per transaction fee that will first be taken out of the Gross Revenue from the sale (“Net Profits”): seventy percent (70%) to Artist (you), ten percent (10%) to the Display Location, and the remaining twenty percent (20%) to ArtVenue. If your Work is sold directly through the Site, Net Profits will be split seventy percent (70%) to Artist and thirty percent (30%) to ArtVenue. If Work is sold at a Special Event, which shall be defined as one-time events posted on the Site and designated as “Special Events.” In these cases, the split of Net Profits shall be as posted in the information about that Special Event on the Site. Once the funds from a sale are remitted to ArtVenue, it will disburse the funds to the appropriate party within thirty (30) days of the end of the Art Exhibit.

b. Sales Tax. A part of listing your Work on the Site, you will be given the opportunity to provide Sales Tax. It is your responsibility to comply with all local laws regarding sales tax. Information on sales tax by jurisdiction can be found here. This link is informational and does not constitute legal or tax advice.

c. Price of Work. Artist acknowledges and agrees that the price of Work, as listed at the Display Location is a material term of their offer to sell. Therefore, once the price of a Work is set and posted at the Display Location, it is a binding offer that cannot be altered without ArtVenue’s consent. In the event of a discrepancy between the price listed on the Site and at a Display Location, all parties shall rely on the price at your Display Location. Not withstanding any of the foregoing, any typographical error by ArtVenue as to the price shall not be subject to this clause.

c. Display and Sale Details. It your responsibility to arrange the details of the display of your Work with any and all Display Locations through the Site using its tools, as well as arranging for shipping and/or pick up of the Work with or by the Buyer after a sale. Display Locations have agreed to cooperate with you in good faith for any such arrangements. You acknowledge and agree that you are responsible for providing for adequate insurance for the work while it is being displayed in the Display Location, or to discuss such matters with the Display Location. ArtVenue does not insure your work, whether it is at the Display Location or otherwise.

d. Shipping and Delivery. Buyer shall be entitled to choose the method of delivery from the following:

i. Shipping - Buyer may have the Work shipped to them, via an Accepted Common Carrier, which shall be defined as UPS, FedEx or USPS. When posting Work on the Site, ArtVenue shall provide an estimated cost of shipping using an algorithm. If Artist wishes to set its own shipping rate, it may do so by manually overriding the estimated cost. Artist shall be responsible for paying any additional cost of shipping, regardless of whether you use the estimation provided by ArtVenue or your own estimate. If the Buyer requests that the Work be shipped, you must arrange for the shipping with the Buyer, insure it adequately and provide tracking. Proof of insurance and tracking information must be provided to ArtVenue promptly after the sale.

ii. Pick Up - Buyer must pick the Work at the Display Location within five (5) business days of the end of the Art Exhibit.

e. Return Policy. You agree that a Buyer shall have seven (7) days after actually receiving the Work to initiate a return (“Return Period”). ArtVenue agrees, as a courtesy, to pay the cost of returning the Work up to one hundred dollars ($100.00), so long as Buyer provides written notice and appropriate documentation of such costs within thirty (30) days of the date of shipping. The Work must be shipped insured and with a tracking number, which must be provided to ArtVenue.

f. Delivery and Hanging of Work. As a mere venue, ArtVenue is not involved in Artist’s dealings with the Display Location. It is Artist’s responsibility to arrange a scheduled hanging time for the Work and other materials terms such as the duration of the Art Exhibit, Work to be displayed, etc. If Artist fails to appear at the Display Location for hanging of the Work as mutually agreed by the parties, Display Location may terminate the agreement immediately. Work must be ready to hang (i.e. in a frame if necessary), and Display Location will provide hanging materials. While the Work is in the Display Location, anyone, including the Display Location or its patrons, may take pictures of the Display Location that may include the Work(s) are part of the background of the picture (so-called “de minimus” use). Artist agrees such use is permissible. In addition, Display Location may, for the sole purpose of promoting the Work, photograph them for inclusion in a catalogue or other promotional materials, so long as Artist is credited as the creator and owner of the copyright (if applicable).

g. Picking Up Work. Artist must pick up any remaining Work at the Display location within five (5) business days of the end of the Art Exhibit and Display Location must keep the Work up to such time at the Display Location. After such time, ArtVenue may pick up and store the Work. If Artist fails to pick up any such remaining with within one (1) year of the end of the Art Exhibit, Artist hereby acknowledges and agrees that it will automatically forfeit any ownership rights in the Work and such work shall become the property of ArtVenue, which may sell, rent, lease or otherwise dispose of the Work as it sees fit. Artist must keeps its contact information up-to-date and promptly inform both ArtVenue and any Display Location(s) of any change in such information.

h. Moving of Art. Display Location has agreed not to move or store the Work at any address other than the one provided to Artist and/or ArtVenue. If Display Location is expanding, closing or moving its business, it must promptly inform both ArtVenue and Artist and cooperate in arranging for the Work to be retrieved.

i. Consignment of Art: MGL 104A. Because Artist will be selling its Work at the Display Location on consignment, the Work may be subject to MGL 104A, a Massachusetts law governing funds and storage of art. Therefore, when delivering Work on consignment to a Display Location, Artist agrees to provide the following written information to the Display Location and to ArtVenue: 1) Artist’s name and name of owner of the Work (if different); 2) the title of the Work, if any; 3) medium and dimensions of Work; 4) date of completion of the Work; 5) date of delivery of the Work to the Display Location; and 6) the anticipated fair market value of the Work (price of the Work as set on the Site). You expressly acknowledge and agree that ArtVenue is not a Consignee, as defined by MGL 104A, and it therefore not subject to its requirements.

5. Conduct

You acknowledge and Agree:

a. Accurate Information. to provide true, accurate, current and complete information about yourself and your Work both on the Site and at the Display Locations. If any information provided by you is untrue, inaccurate, not current or incomplete, ArtVenue reserves the right to reject any of your contributions and Work and to terminate your right to use the Site and refuse any and all current or future use of the Services.

b. No Harvesting. you will not harvest, collect or store information about users or the content posted by others on this Site or use such information for any purpose inconsistent with the purpose of this Site or for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic mail or communications. Illegal and/or unauthorized use of the Site, including aggregating usernames and other contact information for the purpose of sending unsolicited communications is prohibited. Inappropriate use may result in you and your Work being removed from Site without notice and may result in termination of your privileges for participation in the Site. Appropriate legal action may also be taken for any unauthorized use of the Site or the Services.

c. ArtVenue Not Responsible. that ArtVenue is not responsible for material submitted or posted to the Site by you. ArtVenue does not pre-screen, monitor, review or edit the contribution posted by you or other users. However, ArtVenue and its designees have the right (but not the obligation) at their sole discretion to refuse or remove any Work or materials, in whole or part, that in ArtVenue's judgment does not comply with this Agreement or is otherwise undesirable, inappropriate or inaccurate. ArtVenue is not responsible for any failure, non-failure or delay in removing such Work or materials. You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of such submitted material, including any Work or part thereof, or other communication to ArtVenue. You agree to immediately notify ArtVenue of any unauthorized use of the Service or any other breach of security that you know or suspect.

6. Intellectual Property

a. Generally. Intellectual property laws and international treaties protect the Work and content on the Site. The Site may contain patents, trade secrets, trademarks and copyrighted content. You may only use the content and the services in accordance with this Agreement. We do not claim ownership over your Work, however, by posting content on the Site, you grant a license to us to use your content so that we are not violating any right you might have in that Content. This license is a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to your Content, which includes the right to store or re-format your Content in any way. In addition, you grant us the right to use your Work or other Content in ArtVenue’s advertising, marketing or promotional materials, including but not limited to on the Site (i.e. homepage or feature), brochures, portfolios or other advertising or marketing materials.

b. Moral Rights. You hereby irrevocably and unconditionally waive your moral rights in the Work, with regard to its use on the Site, at a Display Location, and after sold to a buyer.

7. DMCA Infringement Claims

At ArtVenue, we value your rights. If you believe your intellectual property has been violated by anything on the Site, including content posted by other users, please email the following information to support@ArtVenue.com:

1. An electronic or physical signature by the copyright (or other intellectual property) owner or a person authorized to act on their behalf;
2. A description of the copyrighted (or other intellectual property) work that is claimed to be infringed (or is infringing), including any applicable registration numbers;
3. A description detailed enough to properly identify the material on the Site (exact page links preferred);
4. Your address, telephone number, email address and any additional information that would facilitate us in contacting you;
5. A statement by you stating that you have a good faith belief that the disputed use is not authorized by the copyright (or other intellectual property) owner, its agent, or the law;
6. A statement by you, under penalty of perjury, that the information provided to use is accurate and that You are the copyright (or other intellectual property) owner or are authorized to act on behalf of such owner.

8. Your Work and Other Contributions

a. Generally. You acknowledge and agree that ArtVenue may preserve any contribution you make to the Site and may also disclose your contribution if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary: 1) to comply with legal process; 2) to enforce the terms of this Agreement; 3) to respond to claims that any such contribution or work violates the rights of third-parties; or 4) to protect the rights, property, or personal safety of ArtVenue, its users or the public.

b. No Responsibility. You understand that the technical processing and transmission of the Site, including any of your contributions, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. ArtVenue assumes no responsibility for the deletion or failure to store Work, contributions or other information submitted by you to ArtVenue.

c. Original Material. Any information or material submitted or sent to ArtVenue will be deemed not to be confidential or secret. By submitting or sending information or other material to ArtVenue you represent and warrant that your Work is original to you and that no other party has any rights to the Work or any material in it, and that the material and information will not violate any of the prohibitions set forth above in Conduct.

8. ArtVenue’s Limitation on Liability

IN NO EVENT WILL ARTVENUE, ITS SPONSORS, ADVERTISERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS, BE LIABLE TO YOU OR ANY PARTY (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SITE, EVEN IF ARTVENUE OR ITS AGENTS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF THE SITE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AGREE TO WAIVE AND DISCHARGE ALL CLAIMS, RELEASE ARTVENUE FROM ALL LIABILITY AND INDEMNIFY AND HOLD HARMLESS ARTVENUE, ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANY, OFFICERS, AGENTS, AND OTHER PARTNERS AND EMPLOYEES, FROM ANY AND ALL LIABILITY ON ACCOUNT OF, OR IN ANY WAY RESULTING FROM INJURIES AND DAMAGES IN ANY WAY CONNECTED WITH ANY EVENTS OR ACTIVITIES, INCLUDING HANDLING OF YOUR WORK AT ANY DISPLAY LOCATIONS, IN TRANSIT OR BY THE BUYER OF THE WORK. YOU AGREE AND UNDERSTAND AND INTEND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS AND ASSIGNS, AND INCLUDES ANY MINORS ACCOMPANYING THE USER SUCH EVENTS.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, ARTVENUE'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

9. No Warranty

ARTVENUE, ARTVENUE’S SPONSORS, ADVERTISERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS PROVIDE ARTVENUE’S WEB SITE AND SERVICES, INCLUDING THE WORK, “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY REGARDING THE SERVICE, THE SITE, OR THE PRODUCTS AND SERVICES OFFERED THROUGH THE SITE, INCLUDING THE WORKS. ARTVENUE, ARTVENUE’S OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTATINED BY YOU FROM ARTVENUE SHALL CREATE ANY WARRANTY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. IN SUCH STATES OR JURISDICTIONS, ARTVENUE'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW

10. Miscellaneous

a. Jurisdiction and Venue. Notwithstanding local rules or laws regarding your use of the Site, you agree that the laws of the Commonwealth of Massachusetts, excluding its conflicts-of-law rules, shall govern this Agreement. You expressly agree that exclusive jurisdiction for any claim or dispute with ArtVenue or relating in any way to your use of the Site shall be in the federal or state courts located in Suffolk County, Massachusetts, and you further agree and expressly consent to the exercise of personal jurisdiction in such courts in connection with any such dispute, including any claim involving ArtVenue or its affiliates, officers, directors, employees, representatives, successors, assigns, or content providers.

b. Indemnification. Upon a request by ArtVenue, you agree to defend, indemnify and hold ArtVenue, its affiliates, officers, directors, employees, representatives, successors and assigns, harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use or misuse of the Site or Services, or the uploading, posting, publishing, e-mailing, reproduction, distribution or transmission of any Work, content, or other materials by you or users authorized by you or any violation of this Agreement by you (including, but not limited to, any claim that your Work infringes the rights of any third party). ArtVenue reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with ArtVenue in asserting any available defense.

c. Additional Terms. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Nothing in this Agreement shall be deemed to create any rights for any third party beneficiary. The section titles in this Agreement are for convenience only, and have no legal or contractual effect. You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this Agreement. ArtVenue may transfer, assign sublicense or pledge in any manner whatsoever, any of its rights and obligations under this Agreement to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.