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 (“Display Location”
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
ArtVenue is a venue that allows Artists to display and sell their works
of visual art, sculptures, digital art or other work (collectively “Work”
or “Works”) through this Site and also allows businesses (“Display
Location(s)” or “You”), provided that you comply with ArtVenue’s
polices to this Agreement, to browse such Works and allow Artists to
display their Work at your Display Location through mutual agreement
arranged with such Artists; it also allows Artists to search for and
reach out to such potential Display Locations (collectively, the “Services”).
By using the Site, you agree to be contacted by Artists that might be
interested in displaying their Work at your location(s). ArtVenue
is not directly involved in the transaction between you, the Artist
and/or the Buyer and ArtVenue does not transfer legal title of ownership
of items to you or to a Buyer. As a result, you acknowledge and agree
that is solely your responsibility to insure control over the quality,
safety, or legality of any aspect of the information listed on the site
with regard to your place of business, 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 directly with the Artist. 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. Artist Agreement.
Artist 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 Artist Agreement (agreed to by all Artists) is attached to this
Agreement as Exhibit A.
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.
3. Services Offered by ArtVenue
a. Services Provided: ArtVenue provides you the ability to view Artist’s Work online and other such related services, including but not limited to:
- ArtVenue Generated Content - posts in to the Site, including information about Work, Display Locations and Art Exhibits.
- User-Generated Content - Uploaded images, copy or Work entered by Artists, Display Locations and other users.
- Messaging/Communication - An internal messaging, commenting, or posting system allowing users to communicate directly with each other.
- 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 Work at your 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: 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. Artist shall be responsible for setting the rate for any applicable sales tax, and any inaccuracies by Artist with regard to such amount shall not affect Display Location’s share of the profits from the Sale of Work.
c. Price of Work. Prices of Work, as listed at the Display Location, is a binding offer by Artist for the Work and cannot be altered without ArtVenue’s consent. In the event of a discrepancy between the price listed on the Site and at your 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 is the Artist’s responsibility to arrange the details of the display of the Work with your Display Location, as well as arranging for shipping and/or pick up of the Work with or by the Buyer after a sale. You agree to cooperate with Artist in good faith for any such arrangements. While the Artist is responsible for providing for adequate insurance for the work while it is being displayed in the Display Location, you agree to cooperate in good faith if your business insurance may cover the Works. ArtVenue does not insure the Work, whether it is at the Display Location or otherwise. You shall be responsible for providing a reasonable way for Artist to hang its Work at your Display Location. As used in this clause, “reasonable” shall mean providing nails and/or hooks that will safely hold the weight of the Work(s), or by providing a hanging system.
d. Shipping and Delivery. Buyer shall be entitled to choose the method of delivery (either direct shipping or picking up the Work). Artist shall be responsible for estimating shipping to Buyer and any inaccuracy of such estimation shall be born by Artist and shall not effect Display Location’s share of profits. If the Buyer opts to pick up the Work at your Display Location, ArtVenue will inform you of such promptly after the end of the Art Exhibit. Buyer must pick the Work at the Display Location within five (5) business days of the end of the Art Exhibit, but ArtVenue will inform Display Location of any change to this time period.
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 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. 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), and Artist had agreed that 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 and unsold 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.
h. Moving of Art. Display Location agrees 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 information both ArtVenue and Artist and cooperate in arranging for the Work to be retrieved.
h. 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).
Because Display Location is displaying
and storing the Work(s), it may be considered a Consignee, as defined
by MGL 104A. If so, Display Location is subject to a heightened
duty to Artist and the Work, including but not limited to that as of
a fiduciary, and may need to retain certain records with regard to the
Work(s). Specifically, if a Work is sold, Display Location will
must record in writing and retain the date of the sale, the amount of
the sale, and the name and contact information of the Buyer. ArtVenue
shall provide such information to Display Location promptly after a
sale. Display Locations must retain this information
for four (4) years and must provide Artist access to this information
if requested. Most importantly, if you are considered a Consignee,
you will hold the Works in trust and shall be responsible for the loss
of, or damage to, the Works. Even if you are not subject to MGL
104A, you hereby agree to use reasonable efforts to monitor and protect
the Works while they are in your possession. You expressly
acknowledge and agree that ArtVenue is not a Consignee, as defined by
MGL 104A, and it therefore not subject to its requirements.
It shall be your responsibility to read and comply with the contents
of MGL 104A.
You acknowledge and Agree:
a. Accurate Information. to provide true, accurate, current and complete information about yourself and your business 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 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 business 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 information 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
information or materials. You will remain responsible for the accuracy,
copyright compliance, legality, decency, or any other aspect of such
submitted material 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 the Work or content and no license is granted to Display Locations to use the Work or content except as authorized by this Agreement or expressly by the Artist in writing.
b. ArtVenue’s License.
We do not claim ownership of over any of your content either, including
your intellectual property. However, by posting content on the
Site, you grant a license to us to use your
content in a way that does not violate any right you might have in that
content. This includes but it not limited to the right to display
your business, your trademarks or any other materials or information
about your business that you have provided to us (“Your Content”)
on the Site. 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 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.
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:
- An electronic or physical signature by the copyright (or other intellectual property) owner or a person authorized to act on their behalf;
- A description of the copyrighted (or other intellectual property) work that is claimed to be infringed (or is infringing), including any applicable registration numbers;
- A description detailed enough to properly identify the material on the Site (exact page links preferred);
- Your address, telephone number, email address and any additional information that would facilitate us in contacting you;
- 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;
- 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
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.