Terms & Conditions
Legal Notice By CompelloArt.com
Our terms and conditions are designed to ensure that all of our customers can shop easily and with confidence when purchasing through the compelloart.com website. The use of this site indicates your acceptance of these terms and conditions. These terms and conditions are also those of our clients who commit to these during their contracting process with CompelloArt.com.
You must be at least 18 years of age to purchase on-line.
Terms of Use and Conditions of Sale
1. Description of our business and Contact Points
Maximum Technology International LLC operates a
Consumer Arts website At: www.compelloart.com
Our Registered Office is: 100 Hall Street, P.O. Box 1465
Concord, New Hampshire 03302-1465, USA
2. Hyperlinks
From time to time the CompelloArt.com Web site, compelloart.com may contain hyperlinks to Web sites operated by other parties. Such hyperlinks are provided for your reference only. We may not control such Web sites and are not always responsible for their contents. Our inclusion of hyperlinks to such Web sites does not imply any endorsement of the material on such Web sites.
3. Copyright
All website design, text, images and graphics and the selection and arrangement thereof on our website(s), is the copyright of CompelloArt.com.
Permission is granted to electronically copy and to print portions of our website(s) for the sole purpose of placing an order through CompelloArt.com, or to use our website(s) as a shopping resource.
Any other use of materials on our website(s), including reproduction for purposes other than those noted above, modification, distribution or republication any part of it without the prior written permission of CompelloArt.com is strictly prohibited.
3.1. Intellectual Property
The names, images and logos identifying CompelloArt.com, or third parties and their products and services are subject to copyright, design rights and trade marks of CompelloArt.com and/or third parties.
Nothing contained in these terms shall be construed as conferring by implication, estoppels or otherwise any licence or right to use any trademark, patent, design right or copyright of CompelloArt.com, or any other third party.
4. Ownership of goods
The Artisan/Photographer; Designer; Producer/Manufacturer (hereinafter referred to as “our Client”) featured on the web Site, compelloart.com, has title to, and owns, the goods until Property passes to the Buyer in accordance with these Terms and Conditions of Sale.
At no time does CompelloArt.com own the goods that you purchase at www.compelloart.com.
5. Online Shopping
We have taken care to present the products on our website as accurately as possible. However, the images you see will depend on your monitor's display and colour capabilities. We are therefore unable to guarantee that the product images you see are an accurate representation of the actual merchandise.
By submitting an order to us through our website, you represent and warrant that the payment details provided on your order are valid and correct, and that when your order is processed by us, payment will be made in full.
If the Billing details for your order are the same as your Delivery address details, by placing an order on the website you confirm that you are the person referred to in the Delivery address details. Otherwise, by placing an order, you confirm that you are the person referred to in the Billing details.
6. Acceptance of your Order
CompelloArt.com must receive payment of the whole of the price for the goods that you order before your order can be accepted except where clearly stated otherwise.
Once payment has been received, and cleared, CompelloArt.com will confirm to you that your order has been accepted by sending an email to you at the email address you provide on registration.
The process of CompelloArt.com accepting your order brings into existence a legally binding contract between you, CompelloArt.com and the vendor.
We process your payment for your order before arranging with The Vendor to despatch the goods to the delivery address given by you at the time you placed the order. If for any reason we are unable to process your payment or complete the order acceptance process we will try to contact you to inform you that we have not accepted your order, or that we have cancelled your order.
We do not have to give reasons for not accepting your order or cancelling your order, however, we will usually indicate the grounds for refusal if requested to do so.
7. Price and Registering As A Seller
You register as a seller when you select your seller package. Seller
packages are selected at time of upgrading your account to a sellers account.
You will be given the option of a monthly or annual subscription.
Should you choose annual subscription you agree to pay the subscription
fee for the first year on completion of the application and on the
anniversay date each year thereafter using the method of payment supplied on
application.
Monthly subscriptions you agree to pay the monthly subscription fee for
the first month on completion of the application date and on a monthly basis
thereafter using the method of payment supplied on application.
You are responsible for keeping your records up to date as any failure
of subscription fees will result in your selling account being suspended
and any balances will not be paid until the issue has been resolved. We
reserve the right to retrieve any fees outstanding and for what ever reason
from the balance of your account.
All subscription fees are changeable and can alter at any time. Current
pricing structures and fees are found when upgrading your account to a
selling account.
Commission fees are payable on all sales through CompelloArt.com,
Commission rates are changeable and can alter at any time.
Current commission rates are found when upgrading your account to a selling
account.
Commission is payable only on the sale price of the item.
Commission is not payable on delivery charges and tax.
The price payable for the goods will be that set out on the website when the Order is placed with CompelloArt.com and will be inclusive of packaging and any taxes applicable.
The Delivery Charge payable and any taxes applicable will be calculated and shown during the checkout process.
8. Order Cancellation
If you need to cancel your order, please contact the vendor by email quoting your order and reason/s for the request. They will then advise you how to proceed with this process.
If the goods have already been despatched, the vendor will inform you how to return them.
8.1
In the case of specially commissioned arts and custom made crafts, once our Client has commenced the crafting process, you are liable to the full contract through to completion without recourse to this act.
Where your order is returned to the vendor within 7 working days of delivery, or you notify the vendor in writing or by email of your wish to cancel your order within this period, your purchase price will be refunded as appropriate or if agreed by the vendor
and buyer a alternative will be supplied.
You must take care of the goods whilst they are in your possession and return them to the vendor at your own expense.
Please note that your right to return goods does not apply to certain products. Further details are set out in our Returns Policy.
If a refund has been agreed by the vendor a full credit for the purchase price of the goods will be given (not including outward and inward delivery charges). To receive the refund, the goods and packaging should be in undamaged condition, and the goods or artwork(s) returned in the same condition that they were delivered to you.
Note:
You will not be able to cancel your order, or ask for a refund if you have had delivery of the goods for more than 30 days.
These conditions do not affect your consumer, or statutory rights.
8.2 Damaged Items
Our clients endeavour to ensure the order is securely packaged and in good condition. Should the artwork be delivered in a damaged condition, please inform the vendor immediately by email and the vendor will advise you how to proceed. Please do not attempt to return the damaged item until advised. The carrier may need to inspect. Please retain all the original packaging and safely store the contents. Your original payments will be fully refunded if requested. the vendor will of course attempt to replace the damaged item, but most original works of art are irreplaceable, but the vendor may be able to supply an alternative of your choice if available.
8.3 Returns Policy
Irrespective of whether an item was damaged in transit, was found to be defective, was not ordered or was not wanted, the Buyer shall first contact the vendor prior to taking any action to return goods.
Except in relation to faulty goods the following may not be returned:
Custom made crafts and commissioned art.
This does not affect your Statutory Rights.
9. Payment Methods
We accept online payment via Worldpay who cater for most credit and debit cards.
9.1 Payment Security
Your credit card details are collected and processed by Worldpay, eCommerce credit and debit card payment providers whose systems are internationally renowned and accepted. We follow Worldpay anti fraud recommendations to ensure the security of both our clients and their customers. We recommend you visit the Worldpay website at: www.worldpay.co.uk for further details. At no time is your card information stored on our site. Worldpay automatically encrypts your confidential information in transit from your computer to theirs using the Secure Sockets Layer protocol (SSL) with an encryption key length of 128-bits. You will identify the security by the familiar closed padlock icon, always displayed in the bottom right hand corner of your screen whilst making your payment (Browser dependant).
We operate a policy of informing the Police when a card has been used fraudulently, and will always do our utmost to help the Police prevent illegal and fraudulent use of credit and debit cards.
10. Product Availability / Information
Our Web Site features products that have been carefully selected and once an item is sold it will be taken off the website at the earliest opportunity, unless the item is available in multiple quantities.
If an item that you order is not available, subject to a delay, or the price is higher than that shown on your order, we the vendor will try to contact you at the email address you provided when placing your order.
Substitutions will only be made with the Buyer’s and the vendor’s prior consent.
11. Delivery
11.1 Conditions Applicable to all Deliveries
the vendor clients shall arrange for the carriage of the Goods to the Delivery Address and shall be entitled to deliver the Goods on any weekday during normal working hours after the period for delivery has commenced.
Please allow 14 days for delivery of products you have purchased but note that whilst every effort is made to deliver Goods on the dates or within the periods specified by CompelloArt.com, any delivery date or dates which may be quoted verbally or in writing are estimates only. CompelloArt.com or its clients shall not be liable for failure to deliver by such date or dates, or for any damage or loss arising directly or indirectly out of delay in delivery.
Any additional costs of carriage and any insurance which the Buyer reasonably directs CompelloArt.com to incur over and above those covered by the Price shall be reimbursed by the Buyer without any set-off or withholding whatever and shall be due on the date for payment of the Price.
The Buyer will ensure that at the Delivery Address there is the adequate and appropriate personnel and equipment for taking delivery of the Goods and that, where appropriate, the Buyer’s Agent has been properly instructed.
If for any reason the Buyer or Buyer’s Agent will not accept delivery of any of the Goods, or the carrier is unable to deliver the Goods on time because the Buyer or Buyer’s Agent has not provided appropriate instructions, documents, licences or authorisations:
a) Risk in the Goods will pass to the Buyer;
b) The Goods will be deemed to have been delivered; and
c) The carrier may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage, demurrage and insurance).
CompelloArt.com and its clients shall not be liable for any loss or damage whatever due to failure by the carrier to deliver the Goods (or any of them) promptly or at all.
NOTE: -
Individual delivery rates will be included in the product information for each individual item or will be available during checkout.
11.2 Additional Conditions Applicable to Deliveries
11.2.1 Title, Delivery and Risk
Title shall not pass to the Buyer until the Buyer has paid the Price in full, and no other sums whatsoever are due from the Buyer to the client
Delivery of the Goods takes place when the Goods are delivered to the Buyer or the Buyer’s Agent at the Delivery Address.
Risk shall pass on delivery of the Goods.
11.3 Additional Conditions Applicable to Overseas Deliveries
11.3.1 Title, Delivery and Risk
All deliveries to overseas Destinations shall be carried out in accordance with ICC Incoterms (latest Revision) and Title, Delivery and the passing of Risk shall be as set out in the aforesaid Incoterms.
11.3.2 Import Duties & Taxes
When ordering goods through CompelloArt.com for delivery overseas you may be subject to import duties and taxes, which are levied once the package reaches the specified destination.
Any additional charges for customs clearance must be borne by the buyer; we have no control over these charges and cannot predict what they may be. Customs policies vary widely from country to country, so you should contact your local customs office for further information.
Additionally, please note that when ordering through CompelloArt.com, you are considered the importer of record and must comply with all laws and regulations of the country in which you are receiving the goods. Under no circumstances shall CompelloArt.com or its clients be liable or accountable for delays in customs clearance.
Your privacy is important to us and we know that you care about how information about your order is used and shared. We would like our international customers and customers dispatching products internationally to be aware that cross-border deliveries are subject to opening and inspection by customs authorities.
Note: -
a) The vendor reserves the right to withdraw international delivery at anytime.
b) The vendor do not currently offer delivery to BFPO addresses.
c) If you require any additional information please email The vendor
12. Acceptance of the Goods
The Goods shall be conclusively presumed to be free from any defect or damage which would have been apparent on reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods UNLESS the Buyer:
a) Inspects the Goods immediately on receipt of the Goods from the carrier; and/or within 3 days of delivery notifies the vendor, by email at: e:mail address supplied at time of purchase of any alleged defect, shortage in quantity, damage or failure to comply with description or sample; and
b) Affords the vendor, or its nominees, an opportunity to inspect the Goods within a reasonable time following such notification and before any use is made of them.
Where the Goods are delivered to the Buyer’s Agent the Buyer shall ensure that the Buyer’s Agent complies with these Terms & Conditions on behalf of the Buyer.
The Buyer shall be deemed to have accepted the Goods 3 days after delivery takes place and, following acceptance, the Buyer shall not be entitled to reject Goods which are not in accordance with this Agreement.
13. Liability and Indemnity
We do not exclude or limit our liability or the liability of any other person for death or personal injury resulting from our or their negligence or for fraudulent misrepresentation. Except as set out above and in relation to our contractual obligations to supply goods following acceptance of orders placed on our website, neither we nor any of our agents, affiliates, directors, employees,
The Artisan/Photographer; Designer; Producer/Manufacturer and our Clients featured on the CompelloArt.com, CompelloArt.com Web Site, or any other representative will be liable in contract, tort, negligence or otherwise for any loss or damage whatsoever in any way connected with your use of the website.
We shall not be liable for any indirect, or consequential loss of whatever nature, including damage to software or hardware, loss of data, damage for loss of business, loss of profits, or any other indirect or consequential loss arising out of or in connection with your use of the website (including without limitation, any such loss arising out of or in connection with any order placed on the website, whether or not accepted by us).
You agree to indemnify us and our agents and officers, directors and employees, The Artisan/Photographer; Designer; and the Producer/Manufacturer and our Clients featured on the CompelloArt.com, CompelloArt.com Web Site, immediately on demand, against all claims, liability, damages, costs and expenses, including legal fees, arising out of any breach of these Terms and Conditions by you. We may terminate your use of the website immediately if we consider that you have breached these
Terms and Conditions.
14. General
If any of these terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable. We may change these Terms and Conditions at any time.
15. WAIVER
No waiver by CompelloArt.com or CompelloArt.com’s Agent (whether express or implied) in enforcing any of its rights under these Terms and Conditions shall prejudice its rights to do so in the future.
16. FORCE MAJEURE
CompelloArt.com or CompelloArt.com’s Agent shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and CompelloArt.com or CompelloArt.com’s Agent shall be entitled to a reasonable extension of its obligations.
17. Jurisdiction
The CompelloArt.com website is controlled and operated in the USA. These Terms and Conditions and all matters connected with any order you place in this website are governed by USA law and you agree to submit to the exclusive jurisdiction of the US courts in relation to all matters connected with or arising out of the website or any order you place on the website.
18. Notices
Any notices required to be given under these terms and conditions shall be deemed to be served if sent through the post, or faxed with copy by post, or emailed with copy by post to the address and contacts given at the time you form a contract with CompelloArt.com and with its clients.
RESOLUTION OF DISPUTES & LIABILITY
When disputes arise between our the vendor and the buyer and the issues raised cannot be resolved, CompelloArt.com will act as an intermediary and endeavour to resolve such disputes, but only if the goods were purchased online at the CompelloArt.com Web Site www.CompelloArt.com, both the vendor and buyer agree to abide by the final decision of CompelloArt.com
CompelloArt.com is not liable in any way during any dispute regarding the goods, which may arise between the vendor and the buyer.
If for any reason you are dissatisfied with the goods, service, or information offered on this website, you are encouraged to contact the vendor. Please include your name, telephone, email and other contact details in all communications. If applicable give a preferred time to call; so the vendor can respond to your comments, and check facts with you.
All unresolved complaints will be handled by a manager of CompelloArt.com, and treated in the strictest confidence. Your personal information will be used only in the pursuance of your complaint, and will not be passed on to any other party, unless you agree to it.
On receipt of a complaint, you will receive an acknowledgement and complaint query number from CompelloArt.com within 7 working days. From this point you will receive regular complaint action updates (verbally or in writing), at least once every 7 working days, until the complaint is resolved.
We will monitor all complaints to improve the service we offer, and may contact you regarding our complaints handling procedure to find out how to better it. In this case your identity and comments will be anonymous and used for internal processes development and `case-study’ training purposes only.
PRIVACY & SECURITY
We are committed to protecting your privacy and will only use the information that we collect about you lawfully.
We collect information about you for 2 reasons: firstly, to process your order; and secondly, to provide you with the best possible service.
The type of information we will collect about you includes, but is not limited to :
- your name
- address
- telephone number
- email addresses
We never collect sensitive information about you without your explicit consent and, we follow strict security procedures in the storage and disclosure of information which you have given us, to prevent unauthorised access.
Your personal details are secure, and we do not pass this information on.
The personal information you give us is used to make your shopping experience easier, and to personalise our communication with you.
Our personal information security procedures mean that we may request proof or verification of identity before we are able to disclose sensitive personal information.
CompelloArt.com does not sell, trade or rent your personal information to others without your prior consent, other than to expidite your transaction.
THE USE OF "COOKIES"
Cookies are small pieces of information that are stored by your browser on your computer’s hard drive, and are used on this shopping site to keep track of the contents of your shopping cart and to store your details when you log in. You can turn off cookies within your browser by going to 'Tools | Internet Options | Privacy' and selecting to block cookies. However, if you turn off cookies, you will be unable to place orders or benefit from the other features that use cookies. Our cookies do not contain any personally identifying information.
We may also monitor customer traffic patterns and site usage using cookies, to help us develop the site design and usability.
CompelloArt Submission Agreement
AGREEMENT
This is the agreement ("Agreement") between you as either an individual artist or as the legal authorized representative of a group artist ("Artist") and CompelloArt.com, ("CompelloArt") concerning the uploading of Artist's audio, visual, audiovisual and other materials (the "Artist Materials" defined below) to the CompelloArt.com website or any successor(s) websites and/or websites to which the contents in whole or in part of CompelloArt.com are assigned (the "CompelloArt Site(s)") and concerning CompelloArt's use of Artist Materials on the CompelloArt Site(s). If Artist is agreeing on behalf of a group artist or a group of artists then each reference to "Artist" in this Agreement refers to each member of the group or the group as a whole, as the case may be. Artist and CompelloArt acknowledge the exchange of mutual benefits and promises and other consideration and agree as follows with respect to new submissions of Artist Materials and any former submissions of Artist Materials:
1. Term. The term ("Term") of this Agreement starts on the date that the Artist Materials are initially uploaded to any CompelloArt Site(s) and continues until either Artist or CompelloArt terminates this Agreement in writing, with or without cause or by the removal of Artist Materials for the purpose of termination all subject to the survival of certain undertakings in this agreement set out in paragraph 15 (f), below:
a) To the extent this Agreement is terminated by Artist, the rights granted in this Agreement will terminate only after Artist has removed all of his or her Artist's Materials from the CompelloArt Site(s) excluding those Artist Materials that cannot be removed by Artist (e.g. comments posted to CompelloArt), and CompelloArt has received notice of the removal. If this Agreement is terminated by CompelloArt, this Agreement will terminate when CompelloArt removes Artist's Materials from the CompelloArt website excluding comments posted to CompelloArt by Artist. If the Agreement is terminated in these ways, the parties agree to cooperate in providing an orderly termination of the relationship.
b) Artist can selectively terminate this agreement with respect to any individual work posted by Artist to CompelloArt by removing the posted work from CompelloArt and this selective termination with respect to an individual work will become effective when CompelloArt receives notice of the removal. CompelloArt provides a removal function with respect to individual works posted by Artist and the proper use of this function shall serve as notice of removal. If the Agreement is terminated with respect to an individual work in this way, the parties agree to cooperate in providing an orderly withdrawal of the work to the extent it has been licensed to third parties under this agreement or to the extent that Artist has placed the work in the Print program or similar commercial efforts within CompelloArt Sites.
2. Ownership. Artist at all times retains all right, title and interest in and to the Artist Materials provided by Artist hereunder (including, without limitation, the copyrights in and to the Artist Materials), subject to the non-exclusive rights in the licenses granted to CompelloArt under this Agreement. Artist is free to grant similar rights to others during and after the Term of this Agreement.
3. License To Use Artist Materials. As and when Artist Materials are uploaded to the CompelloArt Site(s), Artist grants to CompelloArt a worldwide, royalty-free, non-exclusive license to do the following things during the Term:
a) to prepare and encode Artist Materials or any part of them for digital or analog transmission, manipulation and exhibition in any format and by any means now known or not yet known or invented;
b) to display, copy, reproduce, exhibit, publicly perform, broadcast, rebroadcast, transmit, retransmit, distribute through any electronic means (including analog and digital) or other means, and electronically or otherwise publish any or all of the Artist Materials, including any part of them, and to include them in compilations for publication, by any and all means and media now known or not yet known or invented ;
c) to modify, adapt, change or otherwise alter the Artist Materials (e.g., change the size) and use the Artist Materials as described in Section 3(b); and
d) the right to sublicense to any other person or company any of the licensed rights in the Artist Materials, or any part of them, subject to the terms and conditions of this Agreement.
e) Artist acknowledges that Artist will not have any right, title, or interest in any other materials with which Artist Materials may be combined or into which all or any portion of Artist Materials may be incorporated.
f) During the Term, CompelloArt's licenses under this Agreement include the right to use any part of the Artist Materials in the promotion, advertising or marketing of the CompelloArt Sites.
g) As used in this Agreement, the term "Artist Materials" means any content uploaded to the CompelloArt Site(s) which may include without limitation Artist's name(s) (including professional names), trademarks, trade names, likenesses, photographs, biographical materials, artwork, liner notes, and other graphical or textual materials and any and all "skins," computer-generated images or other artwork or images that Artist submits to CompelloArt.
4. Name and Likeness. Artist also grants to CompelloArt:
a) a worldwide, royalty-free, non-exclusive license to use Artist's name(s), group name, photograph and/or likeness(es) and biographical materials in connection with the distribution, exploitation, promotion, marketing and advertising of the Artist Materials, and the CompelloArt Site(s)as described hereunder, during the Term;
b) Artist also agrees not to assert against CompelloArt any privacy, publicity, moral or similar rights held by Artist and on behalf any other person(s) whose name(s), photographs and/or likeness(es) and/or performances are embodied in the Artist Materials. Artist also agrees that any persons other than Artist appearing recognizably or otherwise in Artist Materials will not assert of any privacy, publicity, moral or similar rights) under the laws of the United States and any other country in connection with the exploitation of the materials as described in this Agreement; and,
c) To the extent that the Artist Materials contain the name(s), group name, photograph and/or likeness(es) and biographical materials of any other person, Artist hereby grants to CompelloArt a worldwide, royalty-free, non-exclusive license to use them in connection with the distribution, exploitation, promotion, marketing and advertising of the Artist Materials, as described in this Agreement, during the Term.
5. Limitation Of Rights The rights and licenses granted to CompelloArt under sections 3 and 4 of this Agreement require CompelloArt to obtain Artist consent before CompelloArt makes any commercial agreement with anyone else to separately buy, license, re-sell or re-publish or commercially use any Artist Materials not in association with CompelloArt but as an individual work of art or as a group of works from a single Artist in isolation from any other works. No additional consent is required for any other licensed uses under this Agreement of Artist Materials either as part of the CompelloArt Site(s) or in connection with the distribution of content groups from the CompelloArt Site(s) and/or for uses of the Artist Materials made at the discretion of a visitor to the CompelloArt Site(s) or other users under agreements with CompelloArt. CompelloArt will contact Artist in writing about any individual commercial uses of Artist Materials instigated by CompelloArt.
6. Payment Unless otherwise agreed between Artist and CompelloArt in a writing from CompelloArt, the license granted to CompelloArt under this Agreement is royalty-free.
7. Representations and Warranties. Artist represents and warrants that:
a) Artist has the full right and power to enter into and perform this Agreement and to grant CompelloArt all rights to use the Artist Materials as contemplated in this Agreement, including, without limitation, the license grants in Sections 3, 4 and 5,
b) Artist has obtained all necessary third-party consents, rights, licenses and permissions, if any, required for Artist to enter into and perform this Agreement and to grant CompelloArt the rights to use the Artist Materials set out in this Agreement (including, without limitation, consents and permissions from owners of any elements that are used in the Artist Materials),
c) the Artist Materials (and CompelloArt's use of them under this Agreement) do not and will not infringe on 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,
d) all information that Artist has provided or will provide to CompelloArt is true and complete,
e) the Artist Materials do not and will not violate any law, statute, ordinance or regulation,
f) the Artist Materials do not and will not be defamatory, libelous, threatening, pornographic, obscene, harmful to minors, violations of child pornography or child sexual exploitation laws,
g) the Artist Materials do not and will not contain any viruses or other programming routines that may detrimentally interfere with computer systems or data, whether those of CompelloArt or any third party, and
h) if Artist or any member of Artist's group is a minor, Artist hereby warrants that Artist has the legal right to execute this Agreement on behalf of the minor artist and guarantee such person's performance of the terms of this Agreement. These warranties shall survive any termination of this Agreement.
8. Third Party Payments. Artist is responsible for all licensing, reporting and payment obligations of any kind to third parties in connection with the Artist Materials.
9. Indemnity. Artist agrees to defend, indemnify, reimburse and hold CompelloArt and its parent, subsidiary and affiliated entities, and its and their 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 and expenses and court costs) arising out of or related to:
a) Artist's use of the CompelloArt Site(s);
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 Agreement; and
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 Artist Materials as provided in this Agreement
10. CompelloArt's Performance. Artist acknowledges and agrees that the operation of the CompelloArt Site(s) may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and CompelloArt will not be responsible to Artist or others for any interruptions, errors or problems or even for an outright discontinuance of the CompelloArt service. There are no assurances whatsoever that any of the Artist Materials or any part or element of Artist materials will actually be used on the CompelloArt Site or if used will continue to be available for any particular time. CompelloArt has the right, in CompelloArt's sole and absolute discretion, to remove from the CompelloArt Site(s) at any time the Artist Materials or any part of them and/or to revoke any sublicense granted by CompelloArt to any affiliate or unaffiliated third party. Notwithstanding the foregoing, CompelloArt does not control the content of the Artist Materials and does not have any obligation to monitor the content of the Artist materials for any purpose or reason. Artist acknowledges that Artist is solely responsible for all content submitted to the CompelloArt Site(s) by Artist. The CompelloArt Site may be discontinued at any time, with or without reason and all Artist materials uploaded to CompelloArt may be removed and unavailable for recovery by any means. Artist and only the 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 Artist Materials.
11. No Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPELLOART DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
a) UNINTERRUPTED OR CONTINUOUS AVAILABILITY OF THE COMPELLOART SITE, AND
b) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE COMPELLOART SITE AND ANY SERVICES PROVIDED BY COMPELLOART HEREUNDER. IN ADDITION, ALTHOUGH COMPELLOART INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE COMPELLOART SITE(S), AND WHETHER OR NOT COMPELLOART IMPLEMENTS THE AFOREMENTIONED REASONABLE PROTECTIONS, COMPELLOART DOES NOT WARRANT THAT THE COMPELLOART SITE(S), ANY PART THEREOF, OR ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE THROUGH THE COMPELLOART SITE(S) IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS.
12. No Liability for Third Party Use. COMPELLOART DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY USE OF THE ARTIST MATERIALS MADE AVAILABLE ON THE COMPELLOART WEBSITE BY THE ARTIST PURSUANT TO THE TERMS OF THIS AGREEMENT. ARTIST SHALL BE SOLELY RESPONSIBLE FOR SEEKING RELIEF FOR ANY UNAUTHORIZED USE OF ARTIST MATERIALS BY A THIRD-PARTY, AND NOT FROM COMPELLOART. THIS MEANS, AMONG OTHER THINGS, THAT IF ANOTHER PERSON OBTAINS ARTIST MATERIALS FROM COMPELLOART (WHETHER OR NOT WITH COMPELLOART'S PERMISSION), AND USES THOSE MATERIALS IN A WAY NOT AUTHORIZED BY THE LICENSES GRANTED UNDER THIS AGREEMENT ARTIST WILL SEEK REDRESS OR RECOVERY FROM THE OTHER PERSON AND NOT FROM COMPELLOART, AND THAT ARTIST WILL NOT HOLD COMPELLOART RESPONSIBLE OR LIABLE FOR SUCH UNAUTHORIZED USE.
13. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT (INCLUDING NEGLIGENCE) SHALL COMPELLOART, ITS OFFICERS, DIRECTORS, MEMBERS, PARENTS, AFFILIATES, SUBSIDIARIES, LICENSEES, ASSIGNS, SUCCESSORS, AGENTS, REPRESENTATIVES, EMPLOYEES OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, INCIDENTIAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES), WHETHER OR NOT COMPELLOART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE COMPELLOART SITE(S). IN NO EVENT SHALL COMPELLOART'S TOTAL LIABILITY TO ARTIST UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY EXCEED $5. THE PARTIES ACKNOWLEDGE AND AGREE THAT COMPELLOART HAS ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE LIMITATIONS OF LIABILITY SPECIFIED IN THIS AGREEMENT, WHICH ALLOCATE THE RISK BETWEEN ARTIST AND COMPELLOART, AND FORM THE BASIS OF THE BARGAIN BETWEEN THE PARTIES..
14. Copyright and Trademark Notices. CompelloArt, the CompelloArt logos and mascots, and the layout and design of the CompelloArt Site(s), among other marks that may appear on the CompelloArt Site(s) are trademarks of Maximum Technology International LLC (the "CompelloArt Marks"). Other trademarks and service marks on the CompelloArt Site(s) may be the property of the advertisers, content partners and/or providers, or other third parties. Artists may not use any of the CompelloArt Marks without CompelloArt's prior written permission, and Artist may not use any third-party marks without the third party's prior written permission.
15. Miscellaneous.
a) Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF NEW HAMPSHIRE WITHOUT REGARD TO ITS OR ANY OTHER JURISDICTION'S CONFLICT OF LAWS PRINCIPLES. THE SOLE VENUE AND JURISDICTION FOR DISPUTES ARISING FROM THIS AGREEMENT SHALL BE THE APPROPRIATE STATE OR FEDERAL COURT LOCATED IN NEW HAMPSHIRE, AND ARTIST AND COMPELLOART BOTH IRREVOCABLY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS.
b) Assignment. CompelloArt shall have the right to assign this Agreement in whole or in part to any person or business entity. Artist may not assign Artist's rights or delegate Artist's obligations under this Agreement without the prior written consent of CompelloArt.
c) Notice. All notices, requests and other communications ("Communications") under this Agreement must be in writing and sent to CompelloArt 100 Hall Street, P.O. Box 1465 Concord, New Hampshire 03302-1465, USA
Communications shall be deemed received:
1. for Communications sent by registered or certified mail, postage prepaid, return receipt requested or any reputable overnight courier service, on the date of receipt or refusal as indicated on the return receipt;
2. for Communications sent by personal delivery, on the date of personal delivery; and
3. for Communications sent by facsimile, upon transmission subject to telephone confirmation of receipt.
4. No other form of notice shall be accepted under this Agreement, other than the electronic notification for individual works under the circumstances specifically described in 1(b).
d) Entire Agreement. This Agreement sets forth the entire understanding and agreement of Artist and CompelloArt as to the subject matter hereof and supersedes all prior proposals, discussions or agreements (oral and written) with respect to such subject matter.
e) Modification. CompelloArt reserves the right to amend the terms of this Agreement from time to time in its sole discretion. CompelloArt will notify Artist of any material changes to this Agreement by sending an email to the address listed in Artist's account. If Artist continues to upload Artist Materials after being notified of the changes to the Agreement, Artist will be deemed to have accepted those changes and the new terms of the Agreement will govern all prior and future submissions of Artist Materials. If Artist does not accept the new terms of the Agreement, Artist's only and exclusive remedy will be to terminate this Agreement. Otherwise, this Agreement may be changed only by a writing signed by both parties that specifically refers to the parties' intent to amend this Agreement.
f) Survival. The provisions of Sections 1, 3(e), 4(b) 5, 6, 7, 8, 10, 11, 12, 13, 14 and 15 shall survive any termination of this Agreement. In addition, any sublicenses granted to third parties for the display of Artist Materials on electronic or other devices pursuant to Section 3 shall survive any termination of this Agreement for such reasonable time as may be necessary to withdraw Artist Materials from the particular license; any use of Artist Materials pursuant to Section 3 with respect to the making of so-called backup copies or caching of CompelloArt Sites or any equivalent activity or function for general site maintenance and protection shall survive any termination of this Agreement; and, Artist Materials consisting of comments posted to CompelloArt will remain as part of the CompelloArt database and available to all users of CompelloArt Sites following termination of this Agreement.
