Terms and Conditions

Artetorial, Inc. Submission Policy

 

Revision date: October 15, 2018

This Submission Policy (“Policy”) is an agreement made by and between you as the visual artist (“Artist”) and Artetorial Inc. (“Artetorial”) governing the uploading of Artist’s works of visual art (the “Artwork”) to the www.artetorial.com website and Artetorial mobile application (collectively, the “Artetorial Sites”) and concerning Artetorial’s use of Artist’s Artwork on the Artetorial Sites for the purposes of beta testing (“Beta”) the Artetorial Sites. Artist and Artetorial hereby acknowledge and agree to the mutual benefits and other consideration with respect to Artist submissions of Artwork to the Artetorial Sites.

1. Term. The term (“Term”) of this Policy commences on the date that the Artwork is initially uploaded by Artist to the Artetorial Sites and shall terminate upon delivery of written notice of the end of the Beta phase of testing of the Artetorial Sites, which is currently anticipated to be on or near October 31, 2018.

2. Title to Artwork. Artist shall retain all right, title and interest in and to the Artwork provided by Artist hereunder (including, without limitation, the copyright in and to the Artwork), subject to the exclusive license rights granted to Artetorial under this Policy. As used in this Policy, the term “Artwork” shall mean any photographs, audio-visual works, paintings, computer-generated images, or other artwork or images by Artist, including Artist’s name, trademarks, trade names and likeness, that Artist submits to Artetorial in any medium or format whatsoever. Artist will be featured on the Artetorial Sites as a “Founding Visualist.”

3. Exclusive License. Artist, when the Artwork is uploaded to the Artetorial Sites, grants to Artetorial a worldwide, royalty-free, exclusive license during the Term:

a. to display, reproduce, distribute, exhibit, publicly perform, broadcast, and transmit on the Artetorial Sites or through any electronic means, and electronically or otherwise publish the Artwork, including any part of the Artwork, and to include the Artwork in compilations for publication, by any and all means and media now known or not yet known or invented; and

b. to use any part of the Artwork in the promotion, advertising or marketing of the Artetorial Sites.

4. Name and Likeness. Artist grants to Artetorial:

a. a worldwide, royalty-free, right to use Artist’s name, photograph, voice, sobriquet, likeness and biographical materials in connection with the distribution, exploitation, promotion, marketing and advertising of the Artwork and the Artetorial Sites during the Term;

b. an agreement not to assert against Artetorial any privacy, publicity, moral or similar rights held by Artist and on behalf any other person whose name, photographs and/or likeness and/or performances are embodied in the Artwork. Artist also agrees that any persons other than Artist appearing recognizably or otherwise in the Artwork will not assert any privacy, publicity, moral or similar rights under the laws of the United States, any state of the United States, and any other country in connection with the exploitation of the materials as described in this Policy; and

c. to the extent that the Artwork contains the name, image, or likeness and biographical materials of any person, Artist hereby grants to Artetorial a worldwide, royalty-free, non-exclusive license to use the information in connection with the distribution, exploitation, promotion, marketing and advertising of the Artwork, as described in this Policy, during the Term.

5. Representations and Warranties. Artist hereby represents and warrants that:

a. Artist has the full right and power to enter into and perform this Policy and to grant Artetorial all rights to use the Artwork as contemplated in this Policy;

b. Artist has obtained all necessary third-party consents, rights, licenses and permissions, if any, required for Artist to grant Artetorial the rights to use the Artwork set out in this Policy (including, without limitation, consents and permissions from owners of any elements that are used in the Artwork);

c. the Artwork (and Artetorial’s use under this Policy) does not and shall not infringe upon any rights of any third party, including any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party; and

d. the Artwork is not and shall not be defamatory, libelous, threatening, pornographic, obscene, harmful to minors, violations of child pornography or child sexual exploitation laws.

6. Notice. All notices, requests and other communications (“Communications”) under this Policy must be in writing and sent by Federal Express or other reputable overnight courier service, to Artetorial Inc., at 2913 El Camino Real #613, Tustin, CA 92782, ATTN: Corporate Communications or to Artist at the mailing address provided by Artist in its user profile. Communications shall be deemed received on the date of receipt or refusal as indicated on the return receipt. Notice addresses must be changed in writing at least thirty (30) days prior to being effective.

7. Indemnity. Artist shall defend, indemnify, reimburse and hold Artetorial and its parent, subsidiary and affiliated entities, and its members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees and assigns harmless from and against any and all liability, loss, damages, judgments, costs and expenses (including reasonable attorney’s fees, costs, expenses and court costs) arising out of or related to:

a. Artist’s use of the Artetorial Sites;

b. any breach or alleged breach of Artist’s representations and warranties and/or any breach, alleged breach or violation of the notices, terms and conditions of this Policy; or

c. Artist’s violation or alleged or threatened violation of any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party, arising from the submission and/or use of Artwork as provided in this Policy.

8. No Assurances. There are no assurances whatsoever that the Artwork or any part or element of Artist materials will actually be used on the Artetorial Sites or if used will continue to be available for any guaranteed amount of time. Artetorial has the right, in Artetorial’s sole and absolute discretion, to remove from the Artetorial Sites at any time the Artwork or any part of it. Artist acknowledges that Artist is solely responsible for all content submitted to the Artetorial Sites by Artist. The Artetorial Sites may be discontinued at any time, with or without reason and all Artist materials uploaded to the Artetorial Sites may be removed and unavailable for recovery by any means. Artist and only Artist is responsible for maintaining at Artist’s expense and in facilities owned or controlled only by Artist any and all original materials or so-called back-up copies of all or any part of the Artwork.

9. No Warranty. To the maximum extent permitted under applicable law, Artetorial hereby disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement regarding the Artetorial Sites, and any services provided by Artetorial pursuant to this Policy.

10. No Liability for Third Party Use. Artetorial hereby disclaims any and all liability and responsibility for any third party use of the Artist materials made available on the Artetorial Sites. Artist shall be solely responsible for seeking relief for any unauthorized use of the Artist materials by a third party and shall not seek recovery from Artetorial.

11. Exclusion of Damages. To the maximum extent permitted by applicable law, Artetorial, its officers, directors, members, employees, licensees and agents shall not be liable for any damages hereunder (including damages arising out of an action under contract, negligence or any other theory for loss of business profits, business interruption, or other incidental, consequential or punitive damages whether or not advised of the possibility of such damages, arising out of or connected with this Policy or the use or performance of the Artetorial Sites. Notwithstanding the foregoing, Artetorial’s total liability to Artist under this Policy from all causes of action and under all theories of liability shall not exceed the total amount paid to Artist hereunder for the license rights to the Artwork. Artetorial and Artist acknowledge and agree that Artetorial has entered into this Policy in reliance on the limitations of liability specified in this Policy and form the basis of the bargain between Artetorial and Artist.

12. Copyright and Trademark Notices. Artetorial, the Artetorial logos, and the layout and design of the Artetorial Sites, among other marks that may appear on the Artetorial Sites are trademarks of Artetorial Inc., (the “Artetorial Marks”). Other trademarks and service marks on the Artetorial Sites may be the property of other advertisers, providers or third parties. Artist may not use any of the Artetorial Marks without Artetorial’s prior written permission, and Artist may not use any third-party marks without the third party’s prior written permission, all of which may be withheld, conditioned or delayed in Artetorial’s sole and absolute discretion.

13. Assignment. Artetorial shall have the right to assign this Policy in whole or in part to any person or business entity in its sole and absolute discretion. Artist shall not assign Artist’s rights or delegate Artist’s obligations under this Policy without the prior written consent of Artetorial, which may be withheld, conditioned or delayed in Artetorial’s sole and absolute discretion.

14. Miscellaneous.

a. Governing Law; Jurisdiction. This Policy shall be governed in all respects by the laws of the State of California without regard to its or any other jurisdiction’s conflict of laws principles. The sole venue and jurisdiction for any dispute hereunder shall be in Los Angeles, California, and both Artist and Artetorial hereby irrevocably agree to such jurisdiction.

b. Mediation/Arbitration. Any dispute arising out of or connected to this Policy shall be resolved through arbitration at Judicate West Arbitration and Mediation Service (JAMS), in Los Angeles County, California before a single neutral arbitrator who will apply applicable JAMS arbitration rules. Artist acknowledges and agrees to waive its right to submit any dispute or any cause of action to a jury or court trial. Notice: By agreeing to this Policy, Artist agrees to arbitration as set forth above, and gives up its right to a jury trial or court trial as to all claims covered by that arbitration agreement; and also acknowledges that Artist has been advised to and has had the opportunity to consult with independent counsel concerning this arbitration agreement.

c. Entire Policy. This Policy sets forth the complete understanding and agreement of Artist and Artetorial as to the subject matter hereof and supersedes all prior proposals, discussions or agreements (oral and written) with respect to such subject matter.

d. Modification. Artetorial reserves the right to amend the terms of this Policy from time to time in its sole discretion. Any Artwork uploaded shall be subject to the terms of the Policy then in effect and will govern all prior and future submissions of Artwork.

Artetorial Etiquette

 

Introduction

Artetorial is a community dedicated to illuminating headlines through art. We include artists, viewers, curators, collectors, and activists. While we encourage our community to express themselves freely – we must insist that they adhere to basic ethical and legal guidelines.

Familiarize yourselves with these guidelines as they are designed to create a community that is capable of exploration, creativity, and respect. These guidelines will help direct our actions and will be adhered to and enforced evenly and without bias.

Quality of Submissions

Diversity creates art and viewpoints that differ. While we do not judge the quality of the art submitted, we ask that you only submit work that you are proud of and represents your unique viewpoint and perspective. Each of the works submitted must adhere to our copyright guidelines as well as our ethical standards.

Respectful Commentary

We will remove users and comments that are disrespectful and/or abusive. Please do not post comments that target specific races, religions, or sexual orientations. While constructive criticism is encouraged, comments that are designed to insult any group will be removed and members posting such comments will be removed from our community. If you feel as if you, or anyone else, are the target of such comments – please notify us so that we may take action.

Encouraged Commentary

We encourage respectful commentary that expands the conversation, improves our artistic works, and creates greater understanding. We understand that not all discussion will adhere to these guidelines. Please use private forms of communications to engage in discussions that are not respectful.

Commentary Use

Please do not use this site for self-promotion, advertisement or spam. Commentary areas are to be utilized for the designated purposes and those that use this space for other purposes disrupt our community, our system, and our vision. There are plenty of avenues for this kind of self-interest – it will not be tolerated on Artetorial.

We Respect Artists and Their Creations

We want to see, share, and support your art. This art must be yours and yours alone. Please submit works that are legally yours. Out of respect for others creative talents, we will remove all works that infringe on the rights of others when they come to our attention. If you have any reason to believe that a submission violates copyright, please bring it to our attention. This policy applies to any and all content submitted to this site.

Content

Current events contain diverse topics that touch on the best and the worst of our world. While we encourage our Visualists to create artwork based on these topics, we cannot allow content that is obscene. We understand that the interpretation of obscene is relative. However, we maintain the right to remove any content that we believe is obscene. Obscene works include particular types of nudity, gratuitous blood and gore, and works that are meant to promote intolerance, racism, sexism, or exclusionary causes.

Postings

Postings about specific works should confine their content to work being discussed. • We encourage discussion but ask that it is respectful and on topic. Posts that discuss news, in general, should be confined to discussion areas that do not pertain to the artwork displayed by artists. • We strive to improve as artists, viewers, and humans. Constructive criticism is allowed. Non-constructive comments, insults, and other comments that reflect ill intent will not be tolerated. • All communication on the site should adhere to the guidelines discussed in our ethical outline above. Please be mindful of your communication. Written communication is easily misinterpreted. Please do not engage in communications that would not be appropriate in the real world. In other words – be reasonable, use common sense, and you’ll be okay.

Avatars

Avatars should follow the same guidelines that we have explained above. Avatars should not contain nudity or offensive content. Other user’s content may not be used without their express consent. You may use any material that you wish for avatars other than material from other artists on this site. We reserve the right to request that you remove or change your avatar if it is deemed inappropriate.

Site Abuse

Any attempt to subvert the site in look, use, or credit will result in removal from the site. If exploits in our site are found, we ask that you report them to our service team. Any effort to disrupt the site, forums, artwork, or product aspects of the site will not be tolerated as they can affect the artists and viewers of our site in a negative way both financially and in terms of their experience.

Changes in Policy

If circumstances arise that create a need to modify this policy, we will do so. Please bring issues to our attention that you believe need to be addressed. We will notify users when this policy is updated and may take action outlined in policy changes to existing posts, artwork, avatars, and discussion.

Questions and Appeals

Any questions you have about the actions that Artetorial takes should be sent to us via our general email found on the “Contact Us” page of our site. These issues will be forwarded to the appropriate group. Please do not send these inquiries to individuals, moderators, or post them in general forums. We want to help answer questions and take your opinions seriously. To make sure we are aware of them, please follow the process above.