Last updated January 20, 2022
1. AGREEMENT TO TERMS
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.
2. INTELLECTUAL PROPERTY RIGHTS
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
2.1. Grant of License by Daa-Art. Daa-Art hereby grants the Artist a non-exclusive, revocable, non- transferable, worldwide license to promote and offer its art works for sale on or through the Gallery to Customers including use of the Art Listings, the Artist Marks, any Artist Information, and any images supplied, subject to the terms of the Agreement between Daa-Art and the Artist and the Policies.
2.2. Grant of License by the Artist. The Artist hereby grants Daa-Art a royalty-free, non-exclusive, irrevocable, perpetual, worldwide, royalty-free, right to use and to reproduce, modify, display, distribute, perform, re-format, merge, create derivative works of or otherwise commercially exploit in any manner the Artist Information for the purposes of this present Agreement, including for the purposes of social media and marketing. Daa-Art shall not alter any Artist Marks from the forms provided by Artist except to the extent necessary for presentation, so long as the relative proportions of the marks remain the same. Artist Information means any document or data that the Artist provides to Daa-Art for upload to the Gallery or otherwise provides to Daa-Art including the contents of any Art Listing.
2.3. Ownership of Intellectual Property Rights. Daa-Art will own all rights, title and interest in and any IP Rights in the Gallery and all data collected or stored in connection with the Gallery, Daa-Art's brand and business. Except as expressly provided in the Agreement between Daa-Art and the Artist, the Artist will not have any ownership in or license to any such rights. If the Artist is deemed to have any ownership interest or rights in all or any part of the foregoing, then the Artist shall immediately assign all of those interests and rights to Daa-Art. Daa-Art may use any Artist Information to create, develop, or modify the Gallery or any other concept of Daa-Art or its brand, software code, product, or feature (Updates), and Daa-Art will own any Update and any IP Rights therein. If the Artist is deemed to have any ownership interest or rights in an Update, the Artist shall immediately assign such interests and rights to Daa-Art.
2.4. Ownership of Content. The Artist will own all Artist Marks and Artist Information subject to Clauses 2.2 and 2.3.
2.5. Infringement. The Artist shall ensure that its art and Artist Information do not infringe the IP Rights of any third parties. The Artist shall immediately notify Daa-Art of any actual or alleged infringement of any intellectual property right of a third party in connection with the art or Artist Information or the art works. The Artist is responsible for any losses, expenses, or liabilities related to any actual or alleged infringement of a non-party's IP Rights in connection with Artist's art works or Artist Information.
3. USER REPRESENTATIONS
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
4. USER REGISTRATION
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
5. PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
- Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
- Use any information obtained from the Site in order to harass, abuse, or harm another person.
- Make improper use of our support services or submit false reports of abuse or misconduct.
- Use the Site in a manner inconsistent with any applicable laws or regulations.
- Engage in unauthorized framing of or linking to the Site.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Delete the copyright or other proprietary rights notice from any Content.
- Attempt to impersonate another user or person or use the username of another user
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
- Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
- Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
- Use a buying agent or purchasing agent to make purchases on the Site.
- Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
- Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
- Use the Site to advertise or offer to sell goods and services.
- Sell or otherwise transfer your profile.
6. USER GENERATED CONTRIBUTIONS
- The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
- Your Contributions are not false, inaccurate, or misleading.
- Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
- Your Contributions do not violate any applicable law, regulation, or rule.
- Your Contributions do not violate the privacy or publicity rights of any third party.
- Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
- Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
7. SHIPPING & DELIVERY POLICY
This Shipping & Delivery Policy is part of our Terms and Conditions ("Terms") and should be therefore read alongside our main Terms. Please carefully review our Shipping & Delivery Policy when purchasing our products. This policy will apply to any order you place with us.
Shipping & Delivery Options
We offer various shipping options. In some cases a third-party supplier may be managing our inventory and will be responsible for shipping your products.
All times and dates given for delivery of the products are given in good faith but are estimates only. For EU and UK consumers: This does not affect your statutory rights. Unless specifically noted, estimated delivery times reflect the earliest available delivery, and deliveries will be made within 30 days after the day we accept your order. For more information please refer to our Terms. Once your order is packaged, we will send an email to you with tracking information.
Please note the Customer (the buyer) is responsible for the shipping fee and any applicable taxes. Artists are responsible for packaging artworks including material, unless a client has requested a specific service (i.e. a bespoke crating service).
We offer worldwide shipping. For information about customs process: Email email@example.com
Please note, we may be subject to various rules and restrictions in relation to some international deliveries and you may be subject to additional taxes and duties over which we have no control. If such cases apply, you are responsible for complying with the laws applicable to the country where you live and will be responsible for any such additional costs or taxes.
If delivery is delayed for any reason we will let you know as soon as possible and will advise you of a revised estimated date for delivery. For EU and UK consumers: This does not affect your statutory rights. For more information please refer to our Terms.
8. RETURNS & REFUNDS
All returns must be postmarked within fourteen (14) days of the purchase date. All returned items must be in new and unused condition, with all original tags and labels attached. Please note, you will be responsible for all return shipping charges. We strongly recommend that you use a trackable method to mail your return.
After receiving your return and inspecting the condition of your item, we will process your return. Please allow at least thirty one (31) days from the receipt of your item to process your return. However, if the returned item is damaged Daa-Art has the right to deduct the cost of this damage.
Refunds may take 1-2 billing cycles to appear on your credit card statement, depending on your credit card company. We will notify you by email when your return has been processed.
9. CONTRIBUTION LICENSE
By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
10. MOBILE APPLICATION LICENSE
Apple and Android Devices
11. SOCIAL MEDIA
As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a "Third-Party Account") by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "Social Network Content") so that it is available on and through the Site via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your ThirdParty Accounts may be available on and through your account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site. You can deactivate the connection between the Site and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
13. SITE MANAGEMENT
15. TERM AND TERMINATION
16. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
17. GOVERNING LAW
These conditions are governed by and interpreted following the laws of the United Kingdom, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law of your country of residence. Daa-Art Ltd and yourself both agree to submit to the non-exclusive jurisdiction of the courts of London, which means that you may make a claim to defend your consumer protection rights in regards to these Conditions of Use in the United Kingdom, or in the EU country in which you reside.
18. DISPUTE RESOLUTION
The European Commission provides an online dispute resolution platform, which you can access here: https://ec.europa.eu/consumers/odr. If you would like to bring this subject to our attention, please contact us.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
20.1. Daa-Art hereby disclaims all warranties, representations, or guarantees of any kind, arising from any source, related to the Gallery or the Services.
20.2. Daa-Art is providing the Gallery and Services on an "as is" and "as available" basis, and the Artist's use of the Gallery is at the Artist's own risk. Daa-Art does not warrant that the Gallery will be uninterrupted, error-free, or virus-free.
20.3. Daa-Art not warrant or guarantee the Artist's results or sales successes from using the Gallery, the sale of any art works on the Gallery, or any services provided by Daa-Art to the Artist in connection with the Gallery.
21. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
LIABILITY AND INSURANCE BETWEEN DAA-ART & THE ARTIST
21.1. Nothing in the Agreement between Daa-Art and the Artist limits or excludes a party's liability for:
- death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation; or
- any other liability which cannot be limited or excluded by applicable law.
21.2. Subject to clause 21.1, Daa-Art shall in no circumstances whatsoever be liable to the Artist, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement between Daa-Art and the Artist for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of or damage to goodwill;
- loss of use or corruption of software, data or information; and/or
- any indirect or consequential loss.
21.3. Subject to clauses 21.1 and 21..2, the total aggregate liability of Daa-Art arising out of the Agreement between Daa-Art and the Artist, the Gallery and the Services, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement between Daa-Art and the Artist shall be limited to 100% of the amount of Commission paid to Daa-Art under the Agreement between Daa-Art and the Artist.
21.4. The Artist shall maintain insurance coverage and limits as required by applicable law and the Policies.
The Artist's Indemnity: The Artist shall indemnify Daa-Art from any loss, expense, or liability of any kind incurred in connection with any claim arising out of:
22.1. The Artist's breach of the Agreement between Daa-Art and the Artist or any applicable laws;
22.2. Any breach by the Artist of Clauses 24, 25 and/or 26 below;
22.3. death, illness, personal injury, or property damage arising out of or resulting in any way from any actual or alleged defect in an art work;
22.4. any act or omission of the Artist, its agents, employees, or subcontractors relating to the sale of an art work;
22.5. any actual or alleged infringement of any patent, trademark, copyright, trade secret, trade dress or other IP Right of a non-party related to an art work, Artist Information, or Artist Mark;
22.6. an Art Listing;
22.7. an art work actually or allegedly breaching any applicable laws; or
22.8. The Artist's packaging, labeling, or advertising of an art work.
23. USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
24. DATA PROCESSING
24.1. Definition. "Customer Personal Data" means any personal data or information related to identified or identifiable Customers or related third-parties (such as third-parties that Customers designate as recipients of shipments). Categories of personal data likely to fall under the definition of Customer Personal Data that is processed by Artist includes, but is not limited to, name, address and contact details accessible during the order process. For the avoidance of doubt, "personal data" shall be accorded the definition given under Article 4 of the GDPR.
24.2. Use of Customer Personal Data. Each party will act as a separate and not joint controller of all Customer Personal Data that is submitted by a Customer through the Gallery, including Customer Personal Data and in the case of Daa-Art, in respect of any personal data in respect of the Artist.
24.3. The Artist shall process the Customer Personal Data only in accordance with applicable laws, including the Data Protection Legislation and only to perform The Artist's obligations under the Agreement between Daa-Art and the Artist or as necessary for legal compliance. The Artist shall not:
- transmit Customer Personal Data to any third-party except for the strict purposes of performing its obligations under the Agreement between Daa-Art and the Artist and the contract for sale entered into with the Customer;
- any disclosures of the Customer Personal Data must be limited to those on a need-to-know basis, such as employees, directors, sub-contractors, processors and sub-processors, who are bound by obligations of confidentiality and data protection similar to those contained herein. For the avoidance of doubt, Artist shall remain fully responsible and liable for the acts and omissions of all its discloses as if they were its own acts and omissions;
- use Customer Personal Data to send marketing materials to or contact any person except for purposes of performing under the Agreement between Daa-Art and the Artist; or
- solicit additional information from a Customer or related individual.
24.4. Non poach of Customer. In order to protect the legitimate business interests of Daa-Art and the privacy of the Customers, the Artist covenants with Daa-Art that shall not (except with the prior written consent of Daa-Art) solicit or entice away (or attempt to solicit or entice away from Daa-Art) the business or custom of any current, future or potential Customer. The Artist shall be bound by the covenant set out in this clause 24.4 during the Term of the Agreement between Daa-Art and the Artist, and for a period of 12 months after termination or expiry of the Agreement between Daa-Art and the Artist.
25. SECURITY OF THE ONLINE GALLERY
25.1. No Unauthorized Use. TheArtist shall not use the Gallery:
- to violate the security of, or gain unauthorized access to, any computer, computer network, or other device or system;
- to discover passwords or security encryption codes;
- to use any robot, spider, site search or retrieval application, or other device to retrieve or index any portion of the Gallery;
- to collect any information about Customers;
- to reformat or frame any portion of the Gallery;
- to attempt to duplicate all or any part of the Gallery or its code, or to attempt to reverse engineer or decompile any code, or to attempt to create a substitute or competing marketplace service;
- in a manner that would be detrimental to the function of the Gallery or to other Artists or the Customers' use of or access to the Gallery.
26. CONFIDENTIAL INFORMATION BETWEEN DAA-ART & THE ARTIST
26.1. Both parties shall keep in strict confidence all technical or commercial know-how, data (including personal data), specifications, processes or initiatives which are of a confidential nature and have been disclosed to it (the Receiving Party) by the other party (the Disclosing Party) and any other confidential information concerning each party's business, products, artworks or services which the other party may obtain. For the avoidance of doubt, the Artist selling its artworks on the Gallery or elsewhere and details of those artworks shall not constitute confidential information.
26.2. The Receiving Party may disclose such information:
- to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Receiving Party's obligations under the Agreement between Daa-Art and the Artist; and
- as may be required by applicable laws, court order or any governmental or regulatory authority.
26.3. The Receiving Party shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this clause 26.
26.4. The Receiving Party shall not use any such information for any purpose other than to perform its obligations under the Agreement between Daa-Art and the Artist.
26.5. This Clause 26 shall continue in full force and effect notwithstanding the expiry or termination (however caused) of the Agreement between Daa-Art and the Artist.
27. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
28. GOVERNING LAW AND DISPUTE RESOLUTION Applicable to the Agreement BETWEEN DAA-ART & THE ARTIST
28.1. Governing Law. The laws of England and Wales, without regard to their conflicts or choice of law rules, govern all matters relating to the Agreement between Daa-Art and the Artist. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
28.2. Disputes. All disputes related to the Agreement between Daa-Art and the Artist will be filed and heard exclusively by a court of competent jurisdiction in England and Wales.
29. GENERAL PROVISIONS FOR THE AGREEMENT BETWEEN DAA-ART AND THE ARTIST
29.1. Amendment of the Agreement between Daa-Art and the Artist. Daa-Art may modify the terms of the Agreement between Daa-Art and the Artist at any time by posting amendments to the Gallery and emailing a notice to the Artist at the email address of the Artist provided to Daa-Art in Schedule 1 in the Agreement between Daa-Art and the Artist. Any amendments to the Agreement between Daa-Art and the Artist will take effect 15 days after the aforementioned notification. If the Artist continues to use the Gallery, the Artist will be bound by the then current terms of the Agreement between Daa-Art and the Artist.
29.2. Use of Subcontractors. TheArtist may use subcontractors in its performance under the Agreement between Daa-Art and the Artist. If the Artist uses subcontractors, the Artist will: (a) be responsible for the acts or omissions of its subcontractors, and (b) require subcontractors to act in compliance with the Agreement between Daa-Art and the Artist. Daa-Art may require the Artist to stop using any subcontractor for any reason.
29.3. Invalidity. No finding that any part of the Agreement between Daa-Art and the Artist is invalid will affect the remaining portions of the Agreement between Daa-Art and the Artist. The waiver by any party of a breach of any provision of the Agreement between Daa-Art and the Artist by the other party, will not be construed as a waiver of any subsequent breach of the same or any other provision of the Agreement between Daa-Art and the Artist, nor will any delay or omission by either party to exercise or enforce any right or remedy under the Agreement between Daa-Art and the Artist operate as a waiver of any right or remedy.
29.4. Assignment. The Artist shall not assign or transfer any of its rights or obligations under the Agreement between Daa-Art and the Artist without Daa-Art's written consent. Any such attempted assignment or transfer will be void.
29.5. Notices. Unless otherwise specified in the Agreement between Daa-Art and the Artist, Daa-Art may provide notices to the Artist through the Gallery, or at the address or email address, the Artist specifies in Schedule 1. The Artist shall send all notices to Daa-Art in writing, by registered mail to Daa-Art's registered office. All notices provided by Daa-Art to the Artist shall be published on the Gallery, or by email to the address set out in Schedule 1 or any other form of electronic communications will be construed as being "in writing".
29.6. No Reliance. The Agreement between Daa-Art and the Artist, its Schedules and the Policies, govern the Artist's use of the Gallery. The Artist states that it is not relying on any promises or statements of fact not contained in these documents in deciding whether to enter into the Agreement between Daa-Art and the Artist.
29.7. Precedence. If the terms of the Agreement between Daa-Art and the Artist conflict with the terms of a Policy, the terms of the Agreement between Daa-Art and the Artist will control.
29.8. Relationship of Parties. The parties enter the Agreement between Daa-Art and the Artist as separate entities, with the Artist as an independent contractor. The Agreement between Daa-Art and the Artist does not create any partnership, joint venture, agency, sales representative, or employment relationship between the parties. Nothing in the Agreement between Daa-Art and the Artist creates a principal-agent or employer-employee relationship between the parties. Except as expressly provided elsewhere in the Agreement between Daa-Art and the Artist, a person who is not a party to the Agreement between Daa-Art and the Artist shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement between Daa-Art and the Artist.
30. PROVISION OF THE SERVICES
30.1. Daa-Art representst hat: (a) it has the authority to enter into and perform its obligations under the Agreement between Daa-Art and the Artist, and (b) its performance under the Agreement between Daa-Art and the Artist.
30.2. In consideration of the Artist paying the Commission to Daa-Art pursuant to the terms of the Agreement between Daa-Art and the Artist, and the Artist otherwise complying with its obligations under the Agreement between Daa-Art and the Artist, Daa-Art shall use its commercially reasonable efforts to provide the services to the Artist as follows:
access to the online Gallery as a platform for Artist to display art works approved by Daa-Art on the Gallery and facilitate the sale of the Artist’s art works to Customers, subject to the terms and conditions of the Agreement between Daa-Art and the Artist;
at its sole discretion feature and offer the Artist’s art-works for sale to Customers on the Gallery;
process payment and orders for the Artist’s artworks from Customers and provide the relevant information to the Artist as required to fulfil the Customer order;
communicate with Customers and provide the sales process and other information to be provided to Customers, which may at Daa-Art’s discretion include providing customer service support to Customers (which will involve liaising between the Artist and the Customers and using commercially reasonable efforts to resolve issues relating to problems with artworks, delivery, claims or returns);
in its discretion, provide and carry out digital marketing services in respect of the Artist and the Artist’s artworks and the Gallery;
supply a third-party payment provider for receipt of payments from Customers; and
collect payments from Customers for orders,
together referred to as the Services.
30. THE GALLERY
30.1. Daa-Art Is Not Seller of the Artist's art works. The sales of art works on the Gallery are between the Artist and the Customers. Daa-Art is not the seller or re-seller of such art works and is not a party to the contract of sale between the Artist and the Customer. Daa-Art provides intermediary services in its capacity as provider of an online Gallery acting as a marketplace.
30.2. Registration for and Use of the Gallery. Following conclusion of thE Agreement between Daa-Art and the Artist and subject to clause 30.2, Daa-Art will set up a space on Gallery to promote the Artist and to offer the Artist's art works for sale, which will be governed by the terms of the Agreement between Daa-Art and the the Artist.
30.3. Suspension or restriction. Where Daa-Art reasonably suspects that the Artist or the artworks may not comply with applicable law or infringes third party rights, Daa-Art may restrict, suspend or terminate the Artist's use of the Gallery and remove the Artist's profile and art works with immediate effect. The parties will then negotiate in good faith to resolve the issue and reinstate the Artist's profile and art works. In all other cases, Daa-Art may restrict, suspend or terminate the Artist's use of the Gallery and remove the Artist's profile and art works by providing the Artist with a statement of reasons at least 7 (seven) days' prior to such restriction, suspension or termination. Where possible, the Artist shall be provided the opportunity to clarify any facts on the statement of reasons that led to the decision by conferring with Daa-Art's complaint handling system.
30.5. Permits and Licenses. TheArtist shall obtain all permits and licenses required to operate its business in accordance with any applicable laws at its own expense. The Artist shall pay all fees, taxes, import/export costs or other costs and expenses which may be due for selling or offering for sale its artworks on the Gallery.
30.6. Access to the Gallery. Daa-Art may determine or change any aspect of the Gallery without notice to the Artist.
31. THE ARTIST’S OBLIGATIONS
31.1. Artist Content. TheArtist shall ensure that all information and data it provides to Daa-Art or otherwise provides to Daa-Art for publication on the Gallery is accurate, not misleading, and complies with the applicable laws. The Artist shall ensure that all electronic information and data it transmits to Daa-Art or to a Customer does not contain any harmful code or other feature designed to obtain unauthorized access to or information from or damage or degrade in any manner any computer system, application, or code. All data in relation to the Artist and the Customer belongs to Daa-Art.
31.2. Artwork Listings.
- Daa-Art shall create Art Listings or offers for sale posted to the Gallery for all artworks of an Artist which are intended to be sold via the Gallery as provided to it by the Artist. This shall include any imagery of the art work, and all necessary information about the Artist and the artwork (unless otherwise agreed with Daa-Art). The Gallery acts as an exhibition centre to showcase and sell the Artist’s art works. The Artist must provide at least 10 artworks for sale on the Gallery at any given time, unless agreed otherwise with Daa-Art in writing.
- If the Artist creates Art Listings, the Artist shall create Art Listings that comply with applicable laws, the Agreement between Daa-Art and the Artist, and the Policies, and shall ensure that are accurate and appropriate for the Gallery.
- The Artist shall ensure that Daa-Art use of any information provided by it for the Artist’s Art Listings will not (a) violate any IP Rights of any and all third parties; (b) contain defamatory or discriminatory content; (c) constitute an invasion of a party’s rights of privacy or publicity; and/or (d) reflect unfavorably on Daa-Art, any Customers, the Gallery and/or other sellers on the Gallery.
- The Artist shall not provide any content for use in Art Listings that:
offer art works that are inauthentic or counterfeit;
offer art works that the Artist does not currently have in stock or in its possession;
promote or engage in any deceptive trade practice (including phishing, or attempting to scam or defraud Daa-Art or a Customer into revealing private and/or personal information or money or financial data);
contain pornographic, obscene, or offensive content; or
use any Daa-Art trademarks or imply that Daa-Art endorses or approves the Art Listing.
- Daa-Art may modify, reject, remove, or censor any Art Listing for any reason, and may merge or combine Art Listings or elements Art Listings from the Artist where Daa-Art believes this is appropriate. Daa-Art shall have the right to amend and/or update any Art Listing in its discretion (without changing the material content of such Art Listing or information supplied by the Artist) to ensure that it complies with Daa-Art’s Policies and the overall look-and-feel of a high quality online Gallery.
- If the Artist believes a modified Art Listing would violate clauses 3.2.2, 3.2.3, or3.2.4, the Artist shall promptly notify Daa-Art. If the Artist does not notify Daa-Art immediately of the modified Art Listing being published and/or makes any offers for sale against an Art Listing, the Artist will be deemed to have accepted any modifications made to that Art Listing.
31.3. Art Listing Maintenance. The Artist is responsible to inform Daa-Art of any changes to its own Art Listings, including providing updates regarding its Art Listings to ensure that they are accurate and comply with the Agreement between Daa-Art and the Artist and any applicable laws and also reflect the stock and availability of any artworks or any shipping costs or requirements.
31.4. Ancillary Goods and Services. The Artist may not offer ancillary goods or services to the Customers prior to the completion of a transaction to compliment the art works sold without Daa-Art’s prior, written consent. The Artist acknowledges and accepts that the Gallery is designed solely for the purpose of viewing and purchasing artworks subject to Art Listings. Daa-Art acts only as an intermediary in the sale of artworks. The Artist acknowledges and agrees that Daa-Art only provides the Artist with access to the Gallery as a means of facilitating Customer purchases of the artworks.
31.5. Art Pricing.
- The Artist Shall Set Prices. The Artist shall establish prices for its art in compliance withthe Agreement between Daa-Art and the Artist. The Artist will provide pricing to Daa-Art in writing.
- Pricing Errors. If the Artist provides incorrect pricing information in a Art Listing (an Artist Pricing Error), Daa-Art may, at the Artist’s expense, take any commercially reasonable action necessary to avoid or repair harm to Daa-Art due to the Artist Pricing Error, including requiring the Artist to honor all art purchases at the erroneous price and compensating Customers for any inconvenience caused by an Artist Pricing Error. The Artist shall reimburse Daa-Art for all losses, expenses, or liabilities Daa-Art incurs as a result of Artist Pricing Errors.
33. TERM AND TERMINATION IN THE AGREEMENT BETWEEN DAA-ART AND THE ARTIST
33.1. Effect of Termination. Upon termination, any rights or obligations of a party with respect to any outstanding sale transaction (including fulfillment and returns) will survive until completed. Any termination of this Agreement will be without prejudice to the rights of either party against the other with respect to any claim, right, or obligation arising before the termination. Any obligations of the parties relating to limitations on liability, confidentiality and indemnification, as well as any other obligations under this Agreement that by their nature are intended to survive, including any payment or customer service obligations in connection with the sale of art hereunder, will survive termination of this Agreement. For the avoidance of doubt, the Artist must honour all existing Customer orders up to and including the termination date, and any Customer orders placed during the Term, even if completion is after the expiry of the Term (in which case, the provisions of the Agreement shall continue to apply to those orders notwithstanding termination).
33.2. The notice periods mentioned in Clause 3.2 in the Agreement between Daa-Art and the Artist confer no mutuality of obligations. Artist may remove Art Listings at any time, however, upon termination, Daa Art shall remove all Art Listings from the Gallery.
35. CONTACT US
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