The Follwing Describes the Terms on Which Artwell Offers You Access to Our Services:
Welcome to Artwell.com's User Agreement. This Agreement describes the terms and conditions applicable to your use of our services. If you have any questions that our Frequently Asked Questions or our Application Process cannot answer, please contact firstname.lastname@example.org.
We may amend this Agreement at any time by posting the amended terms on our
site. Except as stated below, all amended terms shall automatically be effective
30 days after they are initially posted on our site. This Agreement may not be
otherwise amended except in a writing signed by you and Artwell, Inc. This agreement
was last revised on Feburary 27th, 2001.
- Membership Eligibility
Our services are available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors. If you do not qualify, please do not use our services. Further, our services are not available to temporarily or indefinitely suspended Artwell members.
- Fees and Services
Joining Artwell is free. We may change our fees for our services. Our changes to the policy are effective after we provide you with at least fourteen (14) days notice of the changes by posting the changes. However, we may choose to temporarily change our Fees and Credits Policy and the fees for our services for promotional events and such changes are effective when we post the temporary promotional event. We may, in our sole discretion change some or all of our services at any time. In the event that we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees associated with using our service and our Web site and all applicable taxes.
- Artwell is Only a Venue
3.1 Overview. Our site acts as a venue for artists and buyers. We are not involved in the actual transaction between buyers and sellers (artists). As a result, we have no control over the quality, safety, or legality of the items displayed, the truth or accuracy of the listings, the ability of artists to sell work, or the ability of buyers to buy work. We cannot ensure that a buyer or artist will actually complete a transaction.
3.2 Safe Trading. Because user authentication on the Internet is difficult, Artwell can not and does not confirm each user's purported identity. We encourage you to communicate directly with potential buyers and artists. You may also wish to consider using a third party escrow service or service that provides user verification.
3.3 Release. Because we are not involved in the actual transaction between buyers and artists, in the event that you have a dispute with one or more users, you release Artwell (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
- Your Information.
"Your Information" is defined as any information you provide to us or other users in the registration, in any public message area, or through any e-mail feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information. With respect to Your Information:
4.1 Your Information (or any items listed therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors, shall be posted only in the Mature Audiences section and shall be distributed only to people legally permitted to receive such content; (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and (i)
shall not link directly or indirectly to or include descriptions of goods or services that: (aa) are prohibited under this Agreement; (bb) you do not have a right to display or include.
- Access and Interference.
You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Artwell site or any auction being conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Some of the information on our site is updated on a real time basis and is proprietary or is licensed to Artwell by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our website without the prior expressed written permission of Artwell or the appropriate third party.
- No Warranty.
We and our suppliers provide our Web site and services "as is" and without any warranty or condition, expressed, implied, or statutory. We and our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary from state to state.
- Liability Limit.
In no event shall we or our suppliers be liable for lost profits or any special, incidental, or consequential damages arising out of or in connection with our site, our services, or this agreement. (however arising, including negligence).
Our liability, and the liability of our suppliers, to you or any third parties in any circumstance is limited to the greater of (A) the amount of fees you pay to us in the 12 months prior to the action giving rise to liability, and (B) $100. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you.
You agree to indemnify and hold us and our subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
- Legal Compliance.
You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service and your listing, purchase, solicitation of offers to purchase, and sale of items.
- No Agency.
You and Artwell are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Any controversy or claim arising out of or relating to this Agreement or our services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Jose, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Artwell may seek any interim or preliminary relief from a court of competent jurisdiction in San Jose, California necessary to protect the rights or property of you or Artwell pending the completion of arbitration.
This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.