Last Updated Date: May 29, 2022
Welcome to ShareGallery. ShareGallery provides an online platform for the displaying and viewing of art and other objects (collectively, “Works”), and making such Works available for purchase by consumers or retail owners (“Purchasers” or “Follow-on Purchasers”) through a direct printing, shipping and delivery program (the “Direct Ship Program”) offered through the Platform, whereby the Works are printed, shipped and delivered to Purchasers directly through the Platform, and allows Purchasers and Follow-on Purchasers to resale such Works for profit.
ShareGallery may, from time to time, discontinue or terminate the Services or modify these Terms without prior notice. If we modify the Terms, we will post the modifications on our site or provide you with notice of the modification, and update the “Last Updated Date” noted above. By continuing to access or use the Services after we have posted a modification you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.
By accessing the Services, you represent and warrant that you are age 18 or older. The Services are intended solely for persons who are age 18 or older.
3. Account Registration
In order to list or purchase a Work on the Platform (other than users that utilize the guest checkout process) you must first create an account (an “Account”) by completing our registration process. During the registration process, you will be required to provide certain information and establish a username and password. Upon completion of the registration process, you will become a member (a “Member”). You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. You agree to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your Account.
5. Artist Terms and Condition
A. Services. Artist will provide to ShareGallery one or more Works, and ShareGallery will publish one or more pieces of the Works, at its discretion, on the Platform, allowing such Works to be available for purchase by Purchasers through the Direct Ship Program offered through the Platform.
B. Formats and Sizes. Artist will provide Works in the form of high quality, high resolution (minimum 150dpi in the largest print-size offered) scans. Artist will host files on Google Drive or Dropbox and share links to these files with ShareGallery, or simply email a copy of the files to ShareGallery. Artist may offer, and Purchasers may purchase, Works in various sizes and various formats (eg. canvas giclee print, acrylic print) on the Platform. Works may be offered in open or limited edition formats. Pricing for each format and size configuration of the Works offered on the Platform shall be determined and set by the Artist and ShareGallery.
C. Original Art. Artist may offer original works for sale on ShareGallery. Pricing shall be determined and set by the Artist. Sales of originals are subject to ShareGallery’s then current Pricing and Revenue Share Terms. Artist is responsible for shipping art directly to the buyer, within a reasonable timeframe, and will provide tracking information to ShareGallery. Artist is to assume all risk of damage during shipping and will purchase the necessary insurance. Sales of originals are considered to be final sales and not eligible for return.
D. Direct Sales by Artist. ShareGallery will provide to Artist, at no cost, one QR Code Tag for each Work offered by Artist on the Platform that can be scanned by potential Purchasers to purchase the Work. Artist may use QR Code Tags to offer Works for sale directly to end purchasers at locations chosen and managed by Artist, such as an art show, gallery or other similar location.
E. Marketing. Artist will provide to ShareGallery additional information and media assets to assist in the marketing of the Works, including: (a) a short Artist bio; (b) a photograph of Artist; and (c) a short video featuring Artist or the Works.
F. Pricing and Artist Revenue Share. As long as Artist maintains an active Account, ShareGallery will credit Artist’s Account for sales of Works in an amount to be determined in accordance with ShareGallery’s then current Pricing and Revenue Share Terms within a commercially reasonable amount of time after the receipt of payment from Purchaser by ShareGallery.
G. Ownership of Works by Artist and Right to License. Artist acknowledges and agrees that Artist is solely responsible for all Works and represents and warrants that Artist is the creator of all such Works and is the sole and exclusive owner of all such Works and has all rights, licenses, consents and releases that are necessary to grant to ShareGallery the rights in such Works as contemplated under this Agreement. Artist acknowledges and agrees that the Works do not infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, intellectual property rights or other third party rights, or that the Works or the entering into of this Agreement will not result in the violation of any third party's rights, any applicable law or any regulation. Artist agrees to defend, indemnify, and hold ShareGallery, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with a violation of the rights of a third party in connection with this Section.
H. License to ShareGallery. Artist hereby grants ShareGallery a worldwide, transferable, nonexclusive, right and license, with a right to sublicense, to: (i) use, reproduce, distribute, publicly perform and publicly display copies of the Works solely through the Platform; and (ii) access, view, use, crop, resize, copy, distribute, license, publicly display, publicly perform, transmit and broadcast copies of the Work solely through the Platform and for the sole purpose of providing the Services described in this Agreement, including the Trial described in Section 9 of this Agreement, and for the general marketing and promotion of ShareGallery. Artist acknowledges and agrees that the foregoing license rights are granted on a royalty-free basis and that Artist’s sole compensation for the grant of such license rights will be in the form of the Artist Revenue Share as described in ShareGallery’s then current Pricing and Revenue Share Terms ShareGallery may appoint one or more third party subcontractors, who may exercise the license rights above for the purpose of enabling ShareGallery to process and fulfill orders for Works. Other than as otherwise set forth in these Terms, ShareGallery shall only print or reproduce the Works though the Direct Ship Program if a purchase is made through the Platform, and shall not physically or digitally reproduce or sell the Works or have any rights in the Works other than as set forth herein.
I. Exclusivity. Artist agrees not to sell Works through any other Sharing-Economy Art Platform other than ShareGallery. This Section does not restrict Artist or any representative of Artist from selling Works through art shows, physical galleries, online galleries, Artist’s own website or other traditional means, or through e-commerce websites that are not Sharing-Economy Art Platforms. For purposes of this Section, Sharing-Economy Art Platform means an online platform that employs a business model that offers a tag (utilizing QR or other technology) to sell art, furniture or other objects and/or deploys a revenue-share model that enables retailers (including but not limited to restaurants, hotels, vacation rental properties, etc.) that physically display art, furniture or other objects purchased through such online platform to participate in profits from the sale of these items.
J. Deletion of a Work. An Artist may delete a specific Work from being displayed on the Platform by going to the Artist’s account, clicking on the image of the Work to be deleted, clicking “Delete” and then following the steps set forth on that page. In the event of a deletion of a Work from the Platform, the license rights granted by Artist to ShareGallery with respect to the Works in question will terminate, except that such license rights will survive and remain in effect for so long as necessary for ShareGallery and its third party subcontractors to fulfill any in-progress orders for the Works prior to the date of the deletion of the Work. In addition, Artist agrees and acknowledges that sales of a Work through the scan of a QR Code Tag displayed by a Purchaser or Follow-on Purchaser of such Work, where such Work was purchased by a Purchaser or Follow-on Purchaser prior to the deletion of the Work by the Artist, shall be permitted. In such cases, Artist shall continue to be entitled to receive revenue from the sales of such Works as long as Artist maintains an Account on ShareGallery.
K. ShareGallery Prints. Artist hereby grants ShareGallery the right to print one or more copies of each of Artist’s Works (the “Trial Works”) that have been provided for viewing and sale on the Platform at ShareGallery’s expense. ShareGallery shall display the Trial Works at its discretion at retail, gallery or other locations in connection with a trial of ShareGallery's product offering. In the event any of the Trial Works are purchased, Artist shall receive a revenue share in accordance with Section 5(b) of this Agreement. Artist acknowledges that ShareGallery has developed a novel business model for the sale of art and that participation in the trial is voluntary and does not guarantee any sales or revenue for Artist.
6. Purchaser Terms and Conditions
A. Services. Purchasers that purchase Works on the Platform are purchasing from the Artist identified on the listing for such work, or an authorized agent, and not from ShareGallery. Prices for Works are specified on the listing, and are inclusive of shipping, handling and applicable taxes, unless specified otherwise. The terms and conditions of ShareGallery’s then current Return Policy will apply to any purchases of Works.
B. Cancellations. ShareGallery reserves the right to cancel any order for Works if it determines, in its sole discretion, that the item is mispriced, out of stock, discontinued, not eligible for sale or resale, or otherwise unavailable at the price listed on the Platform. If an order is canceled, ShareGallery will send you an email confirmation of such cancellation and you will not be charged for your order.
C. Sales by Purchasers and Follow-On Purchasers. Each Work will ship with one QR Code Tag that may be placed by Purchaser next to the Work. When the QR Code Tag is scanned by guests, customers or clients of Purchaser, it will link to the Service, allowing such guests, customers or clients to purchase a copy of the Work through the Platform using the Direct Ship Program. This new Purchaser of a Work will also receive a QR Code Tag with a purchase of a Work, which may also be scanned in the same manner as that of the original Purchaser, leading to additional sales. Such follow-on Purchasers of Works shall be referred to as “Follow-on Purchasers.” Each Purchaser and Follow-on Purchaser shall be entitled to display Works and QR Code Tags at the location of their choice to generate sales of Works and earn revenue, creating a self-perpetuating ecosystem of physical galleries and revenue streams for the Works (the “ShareGallery Ecosystem”).
D. Purchaser and Follow-on Purchaser Revenue Share. As long as a Purchaser or Follow-on Purchaser maintains an active Account, ShareGallery will credit such Purchaser’s or Follow-on Purchaser’s account for sales of Works in an amount to be determined in accordance with ShareGallery’s then current Pricing and Revenue Share Terms within a commercially reasonable amount of time after the receipt of payment for the Works by ShareGallery.
7. Copyright Policy
ShareGallery’s Copyright Policy is located here. Please review the Copyright Policy for information regarding our compliance with the Digital Millennium Copyright Act and our approach to responding to notices of claimed copyright infringement with respect to Works or other parts of our Service.
8. Termination by Artist or Purchaser
An Account may be canceled at any time by sending an email to firstname.lastname@example.org. Upon the cancellation of an Account by an Artist, an Artist’s Works shall be deleted and removed from the Platform, and the license rights granted by Artist to ShareGallery with respect to Artist’s Works will terminate, except that such license rights will survive and remain in effect for so long as necessary for ShareGallery and its third party subcontractors to fulfill any in-progress orders for the Works prior to the date of the deletion of the Work. In addition, Artist agrees and acknowledges that sales of a Work through the scan of a QR Code Tag displayed by a Purchaser or Follow-on Purchaser of such Work, where such Work was purchased by a Purchaser or Follow-on Purchaser prior to the deletion of the Work by the Artist, shall be permitted. If an Account has been canceled or terminated by an Artist, a Purchaser or a Follow-on Purchaser, such party shall no longer be permitted to receive a revenue share for any subsequent sales of the Work through the ShareGallery Ecosystem.
9. Termination by ShareGallery
Any breach of these Terms shall enable ShareGallery to suspend or disable an Account or terminate these Terms, at its sole discretion and without prior notice. ShareGallery reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event ShareGallery terminates these Terms for your breach, you will remain liable for any amounts due hereunder.
10. Off-Platform Transactions
If you are an Artist who has listed a Work on the Platform and have been contacted through the Services by a prospective Purchaser or Follow-on Purchaser with respect to purchasing such Work, or a similar work or custom piece related to a listed Work, you may not sell such Work or agree to create a custom work to sell independent of ShareGallery or the Services. If you are a Purchaser or Follow-on Purchaser and desire to purchase a Work on the Platform, or a similar work or custom piece related to a listed Work, you may not contact an Artist and/or purchase such Work or custom piece related to a listed Work, independent of ShareGallery or the Services. Violation of this provision may result in the termination of your Account, in addition to any other remedies available to ShareGallery including, without limitation, injunctive or other appropriate relief.
11. General Prohibitions
You agree not to do any of the following:
A. Post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, intellectual property rights or other third party rights; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; (vii) harms minors in any way; or (viii) promotes illegal or harmful activities, products or substances.
B. Use, display, mirror or frame the Services, or any individual element within the Services, ShareGallery’s name, any ShareGallery trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without ShareGallery’s express written consent;
C. Access, tamper with, or use non-public areas of the Services, ShareGallery’s computer systems or network, or the technical delivery systems of ShareGallery’s providers;
D. Modify, crop, re-size or alter in any way any Work or any of the content on the Platform;
E. Attempt to probe, scan or test the vulnerability of any ShareGallery system or network or breach any security or authentication measures;
F. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by ShareGallery or any of ShareGallery’s providers or any other third party (including another user) to protect Services, ShareGallery content or any other content on the Platform;
G. Attempt to access or search Services, ShareGallery content or content provided by Artists, or download ShareGallery content or Artist content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by ShareGallery or other generally available third party web browsers;
H. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation to any Artist or Purchaser or Follow-on Purchaser;
I. Use any meta tags or other hidden text or metadata utilizing a ShareGallery trademark, logo, URL or product name without ShareGallery’s express written consent;
J. Use Services for any commercial purpose or the benefit of any third party in any manner not otherwise permitted by these Terms;
K. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use Services to send altered, deceptive or false source-identifying information;
L. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
M. Interfere with, or attempt to interfere with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
N. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
O. Impersonate or misrepresent your affiliation with any person or entity;
P. Violate any applicable law or regulation; or
Q. Encourage or enable any other individual to do any of the foregoing.
ShareGallery will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. ShareGallery may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that ShareGallery has no obligation to monitor your access to or use of the Services or to remove any content provided by an Artist, Purchaser or Follow-on Purchaser,, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. ShareGallery reserves the right, at any time and without prior notice, to remove or disable access to any Work or any other text, graphics, images, software, music, audio, video, information or other content or material that ShareGallery, at its sole discretion, considers to be objectionable, in violation of these Terms or otherwise harmful to the Services.
12. Resolution of Disputes
A. Governing Law and Jurisdiction: These Terms will be governed by the laws of the State of California, without regard to conflict of law provisions. You and we expressly agree that any claim or dispute must be resolved exclusively by a state or federal court or arbitration located in San Jose, California, except as described in the Agreement to Arbitrate below or as otherwise mutually agreed by the parties.
B. Informal Resolution: It is our goal that the Services meet your expectations and provide excellent service. However, there may be instances when you feel that we have made a mistake or left you disappointed in some way. In those instances, we are committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your concern. Therefore, for any problem or dispute that you may have with us, you acknowledge and agree that you will, as an initial matter, email us at email@example.com to describe to us the nature of your complaint or dissatisfaction. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within thirty (30) days after our receipt of your written description of it, you agree to the further dispute resolution provisions below. To the extent permitted by applicable law, the informal resolution process described in this paragraph is a precondition to pursuing any other process, so please do not forget to contact us first.
C. Mutual Agreement to Arbitrate
PLEASE READ THIS AGREEMENT TO ARBITRATE CAREFULLY TO UNDERSTAND YOUR RIGHTS. BY ELECTING ARBITRATION, YOU AND WE AGREE TO ARBITRATE ANY CLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS YOU OPT-OUT. YOU AND WE AGREE THAT ALL SUCH CLAIMS WILL BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT AS A PROPOSED CLASS ACTION. WHETHER OR NOT YOU OPT-OUT, HOWEVER, YOU ARE GIVING UP A RIGHT TO A TRIAL BY JURY. YOU AND WE UNDERSTAND THAT DISCOVERY AND APPEAL RIGHTS ARE MORE LIMITED IN ARBITRATION.
The arbitrator, and not any federal, state, local, or other court or agency, WILL have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms and this Agreement to arbitrate, including but not limited to, any claim that all or any part of these Terms or this Agreement to Arbitrate is void or voidable.
You and we agree that, except as expressly set forth below, the sole and exclusive forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of your use of the Services and these Terms or to any products or services sold or distributed through the Services, will be final and binding arbitration, except to the extent that either party has, in any manner, infringed upon or violated, or threatened to infringe upon or violate, the rights of either party or any third party’s patent, copyright, trademark, trade secret, privacy or publicity rights or is seeking to vindicate public rights, in which case both sides acknowledge that arbitration is not an adequate remedy and that injunctive or other appropriate relief may be sought by either party and/or the applicable third party(ies) on an individual basis in a court located in San Jose, California. You and we acknowledge that this Agreement to Arbitrate affects interstate commerce and that the Federal Arbitration Act and federal arbitration law apply to arbitrations under this Agreement to Arbitrate (despite any other choice of law provision). As a limited exception to this mutual Agreement to Arbitrate, you and we agree that either party may take claims to small claims court, if the claims qualify for hearing by such court.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent.
US Claims: For users in the United States, the arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at adr.org/consumer or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
Non-US Claims: For users outside of the United States, any controversy or claim arising out of or relating to these Terms, or the breach thereof, will be determined by arbitration administered by the International Center for Dispute Resolution in accordance with its International Expedited Procedures (“ICDR Expedited Procedures”).
The arbitration will be decided by a sole arbitrator appointed in accordance with the ICDR Expedited Procedures.
Means and Fees: In the interest of efficiency and fairness, you and we agree that the arbitration proceeding will be based solely on written submissions, unless the arbitrator deems an oral hearing strictly necessary. Should the arbitrator deem an oral hearing to be necessary, such hearing will be conducted via telephone or other electronic or technical means, or if that’s not possible, in person in the jurisdiction where you reside or at another mutually agreed upon location. The language of the arbitration will be English or, for users who reside outside of the U.S., the official language of your jurisdiction. The arbitrator’s award will be final and binding, and judgment may be entered upon it by any court having jurisdiction thereof. Each party will have the right to use legal counsel in connection with arbitration at its own expense. If you initiate arbitration, we will reimburse you for filing, administration and arbitrator fees for claims totaling less than USD $10,000, unless the arbitrator determines the claims are frivolous. We are not responsible for reimbursing you for costs incurred by you for legal counsel, travel or other out-of-pocket costs or expenses. We will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
Right to Opt-Out: YOU HAVE A RIGHT TO OPT-OUT OF THIS AGREEMENT TO ARBITRATE by sending an email to firstname.lastname@example.org. Such opt-out must be given within the earlier of thirty (30) days of approving your first purchase of products on the Services or your first upload of Works to the Services or if we make any changes to this Agreement to Arbitrate which alter your rights, within thirty (30) days after the effective date of such revision to this Agreement to Arbitrate. Any opt-out received after such deadline will be ineffective and this Agreement to Arbitrate will remain in full force and effect, except as expressly provided above. If you opt-out of this Agreement to Arbitrate, we also will not be bound by the terms of this Agreement to Arbitrate.
D. Class Action Waiver: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR OTHER CLAIM UNDER THESE TERMS WILL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS, COLLECTIVE, AND/OR REPRESENTATIVE ARBITRATION PROCEEDINGS WILL BE PERMITTED. In the event that this CLASS ACTION WAIVER is deemed unenforceable with respect to any particular claim otherwise subject to arbitration, then that claim will not proceed in arbitration but rather will be resolved in a court of competent jurisdiction. If that occurs, however, this Agreement to Arbitrate and this Class Action Waiver still will be fully enforceable as to all other claims, which must be resolved in arbitration on an individual basis.
E. Waiver of Trial by Judge or Jury: YOU AND WE AGREE AND UNDERSTAND THAT BY USING ARBITRATION TO RESOLVE DISPUTES YOU AND WE ARE GIVING UP ANY RIGHT THAT YOU OR WE MAY HAVE TO A JUDGE OR JURY TRIAL WITH REGARD TO ALL CLAIMS SUBJECT TO THIS AGREEMENT TO ARBITRATE. YOU AND WE FURTHER AGREE THAT ANY CLAIM HEARD IN A COURT OF COMPETENT JURISDICTION WILL BE HEARD BY A JUDGE INSTEAD OF A JURY, EXCEPT WHERE A JURY TRIAL WAIVER IS NOT PERMISSIBLE UNDER APPLICABLE LAW.
F. Limitation of Actions: You and we agree that regardless of any statute or law to the contrary, any claim of cause of action arising from or relating to use of the Services, or these Terms must be filed within one (1) year after such claim or cause of action arose, or will be forever barred.
G. Notice for California Users: Under California Civil Code Section 1789.3, California users of the online services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
THE SERVICES, CONTENT PROVIDED BY ARTISTS AND CONTENT PROVIDED BY ShareGallery ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ShareGallery EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ShareGallery MAKES NO WARRANTY THAT THE SITE, SERVICES, ShareGallery CONTENT OR ARTIST CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ShareGallery MAKES NO WARRANTY REGARDING THE QUALITY OF ANY WORKS, SERVICES, CONTENT OR PRODUCTS PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE OR SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ShareGallery OR THROUGH THE SITE OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. NO ACTION SHOULD BE TAKEN OR PURCHASE MADE BASED UPON ANY OF THE INFORMATION CONTAINED IN THE SERVICES. YOU SHOULD SEEK INDEPENDENT ADVICE FROM A PROFESSIONAL AND/OR A PERSON WHO IS KNOWLEDGEABLE IN THE APPLICABLE AREA BEFORE ACTING UPON ANY OPINION, ADVICE, OR INFORMATION CONTAINED IN THE SERVICES.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, ShareGallery DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF USERS OF THE SERVICES, NOR DOES ShareGallery MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF ANY USERS OF THE SERVICES. ShareGallery MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
14. Limitation of Liability:
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Services remains with you. Neither ShareGallery nor any other party involved in creating, producing, or delivering the Services or any content on the Services will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these Terms or from the use of or inability to use the Services, content on the Services, or from any communications, interactions or meetings with other users of the Services or other persons with whom you communicate or interact as a result of your use of the Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not ShareGallery has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will ShareGallery’s aggregate liability arising out of or in connection with these Terms or from the use of or inability to use the Services or content on the Services exceed: (i) if you are an Artist who has sold Works and has received any Artist Revenue Share from ShareGallery from the sale of Works, the total payments made or credited to you by ShareGallery for the sale of your Works during the three (3) month period preceding the date a claim for liability arises under these Terms; and (ii) if you are a Purchaser or Follow-on Purchaser who has purchased Works, the total payments that you made to ShareGallery for the Works that are the subject of a claim. The limitations of damages set forth above are fundamental elements of the basis of the bargain between ShareGallery and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
You agree to defend, indemnify, and hold ShareGallery, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services, the Works, or your violation of these Terms.
16. Easter Egg
Thank you for reading our Terms and Conditions. We believe that what I call “Distributed Retail” or “Decentralized Retail” is a paradigm shift in the way we shop. No longer do customers need to go to a specialized, single centralized location like a gallery or a furniture store to shop. Now, the whole world can be shoppable - anywhere you go. That couch you sat on in Belize. The barware in Brugge. The art at your Airbnb in Key West. All shoppable. And everyone shares in the revenue—the artist, the venue, and even you when you purchase items from ShareGallery.com.
A. Entire Agreement. This Agreement constitutes the entire and exclusive understanding and agreement between ShareGallery and Artist and supersedes and replaces any and all prior oral or written understandings or agreements.
B. Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without ShareGallery’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. ShareGallery may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
C. Other Jurisdictions. The Services are controlled and operated by ShareGallery from the United States. We do not represent or warrant that the Services, or any part thereof, are appropriate or available for use in any particular jurisdiction. Those who choose to access the Services, do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. You also are subject to United States export controls in connection with your use of the Services and are responsible for any violations of such controls, including, without limitation, any United States embargoes or other federal rules and regulations restricting exports. We may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction that we choose, at any time and in our sole discretion.
D. Notices. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by ShareGallery via email (in each case to the address that you provide) or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. If you have any questions about these Terms or a complaint, please contact ShareGallery at email@example.com.
E. Waiver. The failure of ShareGallery to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ShareGallery.