ACCENTS-N-ART.COM   FREE GALLERY USER AGREEMENT
	NOTE: Please complete all applicable FIELDS and CHECK BOXES.   Information: Individual / Company Full Name      Street Address   City    State / Province   Country    Postal Code   E-mail address   Password (to sign-in to your gallery)   Phone    Product Mark-up: 10% 20% (recommended) 30% 40% 50%   ACCENTS 'N ART, INC. USER AGREEMENT ACCENTS 'N ART, INC. owns and operates an Internet web site located at http://www.accents-n-art.com (the "Site"). ACCENTS 'N ART, INC. allows individuals and companies to list and sell products (the "Services") through the Site using their photographs, paintings, digital images, and other works of art (collectively "Art"). The Services provided by ACCENTS 'N ART, INC. (hereinafter referred to as "Company", "Accents-n-Art", "We", "Us" or "Licensee") to you (hereinafter referred to as "Artist", "You", "User", or "Licensor") are subject to the following terms and conditions set forth in this User Agreement. ACCEPTANCE OF TERMS Before you list or sell any products with your Art through the Site and/or begin participating in the Services, we require that you read and accept this User Agreement. BY CHECKING THE BOX NEXT TO THE STATEMENT MARKED "I agree to this Agreement, and have therefore signed my name." YOU HEREBY REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THE TERMS AND CONDITIONS OF THIS USER AGREEMENT AND ALL AGREEMENTS AND POLICIES INCORPORATED BY REFERENCE. If you choose not to accept this User Agreement, you may not sell products through the Site. If you have any questions regarding this User Agreement, please contact our Customer Service department by email through the Contact Us page on the Site. We may, at our sole discretion, change, modify, add or remove any portion of this User Agreement, in whole or in part, from time to time and at any time without notice to you, by posting such changes on the Site. Your continued use of the Site and the Services after such changes are posted will constitute your agreement to such changed User Agreement. CAPACITY TO CONTRACT The Services are available only to individuals or entities that can form legally binding contracts. Without limiting the foregoing, neither minors (persons under the age of 18) nor individuals who have been suspended from the Services may participate in the Services. If you are under the age of 18, you can use the Services only in conjunction with, and under the supervision of, your parents or guardians. If you are registering as a business entity, you represent that you have the authority to bind the entity to this User Agreement. REGISTRATION In order to participate in the Services, you must register with Accents-n-Art by filling out this form and providing certain information to us. If you are notified that your registration form has been approved, you will become a "Registered User". You agree that the information on your registration form is complete and accurate, and that you will update it in order to keep it current. Accents-n-Art reserves the right to disapprove, suspend or terminate your registration for any reason, at its sole discretion, and to prohibit you from participating in the Services. Further, the rights granted to you as a Registered User may not be transferred or sold to another party. LOGIN PASSWORD AND SECURITY During the registration process, you will select a login password. You are solely responsible in all respects for use of and for protecting the confidentiality of your password. You agree to notify Accents-n-Art immediately of any unauthorized use of any login password and any other breach of security regarding the Services. For security reasons, Accents-n-Art reserves the right to notify you, and change your password at any time, for your protection. GRANT OF LICENSE You shall not have created the original work as a "work for hire". A work for hire is a work created by an employee within the scope of his/her employment. The employer for whom the work is made is the owner of the copyright (unless agreed otherwise) in this case, and only the employer may grant licensing permission. All products made using the Artist's Art shall be the sole property of Accents-n-Art, its assignees and successors, free from any claims by You or any other person. We shall have the unlimited right to manufacture products with your Art ("reproductions") at the request of You, or any customer. The copyrights on said reproductions are exclusively assigned to Accents-n-Art. You grant Accents-n-Art the right to use your Art images online, in printed format, and on products for promotional and advertising purposes. You grant Accents-n-Art the right to perform image adjustments including, but not limited to, color, brightness, hue, and sizing (cropping) adjustments to accomplish the desired aesthetics of said reproductions on various products. WARRANTIES AND REPRESENTATIONS The LICENSOR warrants and represents that: A. You have the right to grant this license and rights stated herein, and You are over the age of eighteen (18). B. You are the sole and exclusive owner of all rights to the licensed works granted herein. The licensed works are original works created by you, and do not infringe on the copyright of any third party. C. You warrant that this Agreement shall not give rise to any right or remedy in favor of any third party whatsoever. You indemnify Accents-n-Art from any and all liability for any representation, act or omission made by You contrary to the terms of this Agreement. D. Accents-n-Art shall not be required to make any payment of any nature for, or in connection with, the acquisition, exercise or exploitation of rights by Us pursuant to this Agreement except as specifically stated in this Agreement. E. You shall refrain from suing Accents-n-Art for copyright infringement based upon the activities described within this Agreement. LISTING AND SELLING PRODUCTS You must be a Registered User in order to list and sell products on the Site. You agree to complete and submit to us your Art images in .jpg or .png format along with all requested information. Submissions made to your gallery are approved on an individual basis. Please refer to our submissions guidelines. Any submission may be either approved or denied. We reserve the right to remove any Art from the Site at any time. ARTIST PURCHASES ARTIST shall have the right to purchase products from Accents-n-Art for self-promotion, resale, charitable or fund-raising purposes. The price for said purchases shall be determined by Accents-n-Art, and may be subject to change for subsequent purchases without prior notice. CHOICE OF LAW AND FORUM This Contract shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall be subject to the jurisdiction of the Commonwealth of Massachusetts. NOTICES Notices from one party to the other hereunder shall be in written form addressed to the recipient at the party’s address established herein and sent by registered or certified mail, return receipt requested, postage prepaid and shall be effective upon the earlier of actual receipt thereof. Alternatively, any notice sent by facsimile, messenger, or next day courier services shall be effective on the day it is sent provided that a copy of that notice is posted the same day in accordance with the terms and conditions of the immediately-preceding sentence. Notices of change of address shall be effective only upon the recipient’s receipt thereof. ROYALTIES Accents-n-Art shall remit royalty payments to the ARTIST for every product sold to a customer using the ARTIST's Art that is not returned or exchanged for another product. Payments and schedules will be posted on the Site for the ARTIST to view, and may change from time to time. Royalties will not be earned on purchases made by the ARTIST. Accents-n-Art reserves the right to modify the base prices and corresponding royalties for products -- for example, base prices may be lower for products on sale, or for large volume purchases. In accordance with the Internal Revenue Service rules, the ARTIST's social security number (or Employer Identification Number) is required before any Royalty payments will be made. It is the ARTIST'S responsibility to pay all income taxes on royalty payments received. RESTRICTED ACTIVITIES Any information you provide during the registration or listing process on the Site shall not: (i) be false, inaccurate or misleading; (ii) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (iii) violate any law, statute, ordinance or regulation; (iv) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (v) be obscene or contain child pornography; (vi) contain any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (vii) create liability for Accents-n-Art or cause it to lose (in whole or in part) the services of its ISPs or other suppliers. INTELLECTUAL PROPERTY The trademarks, trade names, designs and all material contained on the Site, including all portions of the website, content, site design, text, graphics, and all intellectual property rights thereto are the sole and exclusive property of Accents 'n Art, Inc. or its licensors. The use of any such property for any other reason, on any other website, or the modification, distribution or republication of this material without the prior written permission of Accents 'n Art, Inc., is strictly prohibited. PROPERTY RIGHTS VIOLATIONS Upon receiving notice of allegedly potential copyright or other rights infringement, Accents-n-Art may immediately delete or suspend access to the infringing material. We may also provide the user who posted the allegedly infringing material with contact information for the complaining party and may ask that the user work with the complaining party to resolve the dispute. If Accents-n-Art has deleted or suspended access to materials you posted on the Site because of a complaint that the posting infringed someone else's rights, we will attempt to provide you with written notice of our actions. If you disagree with such actions and want to have the materials returned to the Site, please provide us with a written response within ten (10) days after receiving the notice from us (a "Response"). Each Response must contain the following: Your physical or electronic signature; Identification of the material that was deleted or made inaccessible; A statement under penalty of perjury that you have a good faith belief that the material was removed or made inaccessible as a result of mistake or misidentification; Your name, address and telephone number and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Accents-n-Art may be found, and that you will accept service of process from the person who complained that posting the materials constituted a rights infringement or from an agent of that person. A copy of your Response, including your name and address, will be sent to the person who complained about your posting. Accents-n-Art will then decide, in its sole discretion, whether to re-display the deleted materials on the Site. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY Disclaimer. THE ART, SITE AND SERVICES, INCLUDING ALL CONTENT, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE OR THE SERVICES, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ACCENTS 'N ART, INC. DOES NOT WARRANT THAT THE ART, SERVICES OR THE FUNCTIONS, FEATURES OR CONTENT OF THE SITE WILL BE TIMELY, ACCURATE, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. ACCENTS 'N ART, INC. MAKES NO WARRANTY THAT THE ART, SITE OR SERVICES WILL MEET USERS' REQUIREMENTS OR EXPECTATIONS, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR GUARANTEES THAT BY LISTING ART ON THE SITE, THE LISTED ART WILL BE SOLD. IF YOU ARE DISSATISFIED WITH THE SITE OR ANY SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE AND THE SERVICES. ACCENTS 'N ART, INC. MAKES NO WARRANTY REGARDING ANY PRODUCT PURCHASED OR OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ACCENTS 'N ART, INC. OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CERTAIN USERS. Limitation of Liability. IN NO EVENT SHALL ACCENTS 'N ART, INC. BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM (I) ANY INJURY TO ANY PERSON OR PROPERTY CAUSED BY THE ART (II) DEFECTS IN SUCH ART ON ANY THEORY OF LIABILITY OR (III) ANY RETURN OF ANY ART. IN ADDITION, IN NO EVENT SHALL ACCENTS 'N ART, INC. BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICES, THE SITE OR ITS CONTENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, EVEN IF ACCENTS 'N ART, INC. OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE TOTAL LIABILITY OF ACCENTS 'N ART, INC. TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) ARISING FROM THIS USER AGREEMENT OR YOUR USE OF THE SITE AND THE SERVICES EXCEED, IN THE AGGREGATE, $100.00. Indemnity. You agree to defend, indemnify and hold harmless Accents-n-Art, its officers, directors, agents, subsidiaries and employees, from claims, demands and damages, actual and consequential, of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any breach or violation by you of this User Agreement, any use by you of the Site or any disputes or damages arising out of your use of or contracts formed with you through this Site. TERMINATION This User Agreement constitutes a legally binding agreement between you and Accents-n-Art until terminated by You or Accents-n-Art, which we may do at any time, without notice, at our sole discretion. If you become dissatisfied with the Services or the Site in any way, your only recourse is to immediately discontinue use of the Services. ENTIRE AGREEMENT This User Agreement comprises the entire agreement between you and Accents-n-Art and supersedes all prior agreements between the parties, regarding the subject matter contained herein. All provisions in this User Agreement regarding representations and warranties, indemnification, disclaimers and limitations on liability shall survive any termination of this User Agreement. After completing your review, you will sign the Agreement by typing your name of your signature in the Signature Box. I agree to this Agreement, and have therefore signed my name.      My Signature: