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Terms and Conditions

Last updated October 25, 2017

ArtSugar, a division of PORTRAITS FOR GOOD LLC, ("ArtSugar," "we" or "our") provides a service for selling works of art and commercially exploiting digital images of works of art (the "Service", collectively the "Services") through our website, accessible at www.artsugar.co (the "Site"). Please read carefully the following terms and conditions ("Terms") and our Privacy Policy, which may be found at artsugar.co/pages/privacy-policy and which is incorporated by reference into these Terms. These Terms govern your access to and use of the Site and Services, and constitute a binding legal agreement between you and ArtSugar.

Certain areas of the Site and your access to certain Services may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and the terms and conditions posted for a specific area of the Site or for specific Services, the latter terms and conditions shall take precedence with respect to your use of or access to that area of the Site or Services.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES OR BY PURCHASING A WORK ON OR THROUGH THE SITE OR SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE OR SERVICES. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
Modification
ArtSugar reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or provide you with notice of the modification. We will also update the "Last Updated Date". By continuing to access or use the Site or Services after we have posted a modification on the Site or have provided you with notice of 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 Site and Services.
Eligibility
The Site and Services are intended solely for persons who are 18 or older. Any access to or use of the Site or Services by anyone under 18 is expressly prohibited. By accessing or using the Site or Services you represent and warrant that you are 18 or older.
Privacy
See ArtSugar's Privacy Policy at www.artsugar.co/pages/privacy-policy for information and notices concerning ArtSugar's collection and use of your personal information.
Artist Terms and Conditions
Responsibility for Works
You acknowledge and agree that you are solely responsible for all Original Works of Art and Digital Works/Limited Edition Prints that you make available through the Site and Services. Accordingly, you represent and warrant that: (i) as to Original Works of Art that you make available through the Site and Services, you are the creator of all such Original Works of Arts and you are the sole and exclusive owner of all such Original Works of Art; (ii) as to Digital Works/Limited Edition Prints that you make available through the Site and Services, you are either the sole and exclusive owner of all such Digital Works/Limited Edition Prints or you have all rights, licenses, consents and releases that are necessary to grant to ArtSugar the rights in such Digital Works/Limited Edition Prints as contemplated under these Terms; and (iii)neither the Original Works of Art nor Digital Works/Limited Edition Prints that you make available through the Site and Services nor ArtSugar's use and exploitation thereof as contemplated under these Terms will 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, or result in the violation of any applicable law or regulation.
Online Sales
If you submit listings for Original Works of Art, you hereby appoint ArtSugar as an independent exclusive reseller with the right to resell such Original Works of Art through the Site and Services and you hereby grant ArtSugar a worldwide, transferable, exclusive, right and license, with a right to sublicense, to: (i) use, reproduce, distribute, publicly perform and publicly display copies of the Original Work of Art Sales via Online Sales channels; and (ii) access, view, use, crop, resize, copy, distribute, license, publicly display, publicly perform, transmit and broadcast copies of the Original Work of Art in any form, medium or technology now known or later developed for the purpose of promoting ArtSugar, the Site and the Services. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis and that your sole compensation for the grant of such license rights, if any, will be in the form of you Revenue Share (defined below), which is payable only upon the sale of an Original Work of Art via the Online Sales channel.
If you submit listings for Digital Works/Limited Edition Prints, you will permit customers and other third parties to purchase fine art reproductions of the Digital Works/Limited Edition Prints
If you submit listings for Digital Works/Limited Edition Prints, you hereby grant ArtSugar a worldwide, transferable, exclusive, right and license, with a right to sublicense, to (i) use, modify (as appropriate in connection with manufacturing and distribution of Limited Edition Prints), reproduce, distribute, publicly perform and publicly display the Digital Works/Limited Edition Prints in connection with the manufacture, distribution and sale of Limited Edition Prints to Customers and other third parties via Online Sales and through other offline channels (“Offline Sales”)”). and (ii) access, view, use, crop, resize, copy, distribute, license, publicly display, publicly perform, transmit and broadcast copies of the Digital Works/Limited Edition Prints in any form, medium or technology now known or later developed, for the purpose of promoting ArtSugar, the Site and the Services. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis and that your sole compensation for the grant of such license rights, if any, will be in the form of you Revenue Share (defined below), which is payable only upon the sale of a Digital work via Online Sales channels and Offline Sales channels. ArtSugar may appoint one or more third party subcontractors, who may exercise the license rights above for the purpose of enabling ArtSugar to process and fulfill orders for Limited Edition Prints.
As between you and ArtSugar, ArtSugar will be deemed the seller of any Original Works of Art and Limited Edition Prints that are purchased via Online Sales channels.
ArtSugar will be responsible for collecting billing and shipping information from the purchaser and for processing payment for such purchases via the Site and Services.
For the sale of limited edition prints, you agree to provide only individual high resolution (300 dpi (dots per inch) jpeg or tif for each piece of Artwork. ArtSugar will be solely responsible for printing and shipping each limited edition print sold to purchasers.
 
For Original Works of Art, you are solely responsible for all packaging and shipping costs associated with transporting the original fine art to ArtSugar at the company address. All original fine art must be shipped to ArtSugar within three (3) weeks of receipt of notification of purchase from ArtSugar. You are responsible for providing accurate shipping weight, shipping dimensions and shipping address to your shipper. If actual shipping weight, shipping dimensions and shipping origination information at the time of shipment varies from the information provided by you, ArtSugar (after providing documentation) reserves the right to deduct the resulting increased shipping costs from your Revenue Share. You are solely responsible for all costs and expenses you incur or any third party incurs on your behalf in connection with this Agreement including, but not limited to, packaging materials, shipping and other expenses.
 Artist Revenue Share
All revenue received from the sale of the Artwork is considered “Gross Revenue”. You will receive fifty-five (55%) of Adjusted Gross Revenue from the sale of each piece of Artwork (“Revenue Share”). Adjusted Gross Revenue is calculated as follows: Gross Revenue, less Duties, if any (defined below), and taxes. ArtSugar will retain 43% of Gross Revenues. ArtSugar agrees to donate a portion of its revenue share, after deducting Business Costs, to the charitable partner selected by the customer at checkout.
Your Revenue Share will be payable on a monthly basis either by check or PayPal accompanied by a report detailing the sales of you Artwork including the title, sales price and Revenue Share) during the previous month. If in any month you Revenue Share is less than $25, ArtSugar reserves the right to carry over the payment of you share to the following month, provided that any payments due to you will be made within 90 days regardless of the amount due to you.
You acknowledge that ArtSugar reserves the right to promote and market Artwork through the use of sweepstakes, promotions, sales and/or discounts.
Notwithstanding anything to the contrary, ArtSugar will have no obligation to make payment to Artist hereunder for amounts that have been paid to ArtSugar by a purchaser until Artist has complied with Artist’s obligations under this Agreement. If ArtSugar reasonably believes that Artist has breached any provision of this Agreement, ArtSugar may offset, delay, withhold, or suspend future payments to Artist, subject to notice to Artist. In addition, if Artist is unwilling to, or in ArtSugar’s reasonable discretion appears unable to, perform its obligations under this Agreement, ArtSugar is authorized to offset, delay, withhold, or suspend future payments to Artist in addition to such other remedies as may be available under this Agreement or at law, to secure payment from Artist for any refunds and/or other amounts payable by Artist under this Agreement.
You agree to comply with the terms and conditions of ArtSugar's Return Policy – see below for specifics.
If you wishe to remove a listing for a Digital Work from the Site, the license rights granted by you to ArtSugar to manufacture, distribute and sell Limited Edition Prints with respect to such Digital Work will terminate as of the date the listing is removed, except that such license rights will survive and remain in effect for as long as necessary for ArtSugar and its third-party subcontractors to fulfill any in-progress orders for such Limited Edition Prints and for any orders for such Limited Edition Prints accepted by ArtSugar or its third-party subcontractors or its Online Sales partners via third party websites and its Offline Sales partners prior to or as of the effective date of termination. In addition, you acknowledge and agree that the license rights granted by you to ArtSugar with respect to using such Digital Work to promote ArtSugar, the Site and the Services will remain in full force and effect for only as long as necessary for ArtSugar to fulfill any current obligations that require using the Digital Work for such promotional purposes.
Taxes.
All prices, fees and other amounts including any prices set forth on the Site, are stated in U.S. dollars. ArtSugar reserves the right to charge applicable sales taxes to purchasers. ArtSugar is not responsible for use, value added, goods and services or similar taxes or any customs, duties or tariffs that may be assessed by any governmental tax authority or that are otherwise payable under applicable law (collectively, "Duties").  We reserve the right to deduct Duties, if any, from Gross Revenue.
For Artists located in the United States, an IRS Form 1099 may be issued in Artist’s name for the value of payments made to you. You will indemnify and hold harmless ArtSugar, its employees, officers, agents, successors and assigns from and against any and all liabilities of any nature (including reasonable attorneys’ fees) resulting from any claim which is based on your failure to pay any taxes due on your Revenue Share earned hereunder, if any. Notwithstanding the foregoing, ArtSugar may be required by tax authorities to withhold taxes on behalf of Artist and, if that is the case, ArtSugar reserves the right to deduct any such taxes from amounts due to Artist and to remit them to the appropriate tax authority. ArtSugar may also be required to report any withholding tax payments to the tax authorities. ArtSugar shall provide evidence of payment of withholding taxes, if any, to Artist.
You must fill out appropriate tax forms prior to any Revenue Share being paid. Revenue Share will be paid as follows: For an Artist living within the United States, a W9 Tax Form must be filled out for both the sale of Artwork. For an Artist living outside the United States, a W8BEN Tax Form must be filled out for Artwork. 
Termination.
You may terminate your relationship with ArtSugar or remove any Artwork for any reason upon sixty (60) days’ prior written notice to us.
ArtSugar may terminate in its entirety or remove any Artwork from the Site for any reason immediately upon written notice to you, except that such rights will survive and remain in effect for as long as necessary for ArtSugar and its third-party subcontractors to fulfill any in-progress orders for such Artwork. In addition, you acknowledge and agree that the rights granted by you to ArtSugar with respect to using such Artwork to promote ArtSugar, the Site and the Services will remain in full force and effect for only as long as necessary for ArtSugar to fulfill any current obligations that require using the Artwork for such purposes.
After termination, ArtSugar will continue to collect all proceeds from sales made before the effective date of termination and account for such proceeds.
Purchaser Terms and Conditions
Purchases of Original Works of Art
When you purchase an Original Work of Art through the Site and Services, you are purchasing the work from ArtSugar and not from you identified on the listing for such work. Prices for Original Works of Art will be as specified on the applicable listing. You acknowledge that prices do not include applicable Taxes (defined above), if any, for which you are responsible and which will be separately identified on your receipt. ArtSugar and/or its third party service providers will collect your billing and shipping information and will ship the purchased work directly to you.
Purchases of Limited Edition Prints
Prices for Limited Edition Prints will be as specified on the applicable listing. You acknowledge that prices do not include applicable Taxes (defined above), if any, for which you are responsible and that will be separately identified on your receipt. When you purchase Limited Edition Prints through the Site and Services, ArtSugar and its third party service providers will collect your  billing and shipping information, process your payment and ship the Limited Edition Prints directly to you.
Order Cancellations
ArtSugar reserves the right to cancel any order for an Original Work of Art or Printed Work placed via the Site and Services if ArtSugar determines, in its sole discretion, that the item is mispriced, out of stock, discontinued, or otherwise unavailable at the price listed via the Site and Services. If ArtSugar cancels an order placed via the Site and Services, ArtSugar will send you an email confirmation of such cancellation and your order will be refunded. 
Terms for both Sellers and Purchasers
Color
You understand and agree that ArtSugar uses commercially reasonable efforts to display the colors of Original Works of Art and Limited Edition Prints accurately via the Site and Services. However, because individual computer monitors may display colors differently, ArtSugar is not responsible for the color accuracy of any Original Works of Art or Limited Edition Prints displayed on the Site and Services, and disclaims all liability in this regard.
ArtSugar Content
ArtSugar may also make available through the Site and Services text, graphics, audio, video and images of works of art (collectively, "ArtSugar Content"), some of which is owned by ArtSugar ("ArtSugar-owned Content"), and some of which is made available under license by a third party ("ArtSugar-licensed Content"). ArtSugar authorizes you to download, view and print ArtSugar-owned Content" solely for your personal use in visiting the Site and, if you are a Member, in connection with exercising the rights granted to Customers under these Terms. For ArtSugar Licensed Content, the scope of your rights thereto will be solely as set forth in the applicable license agreement that governs the use of such content, as identified on the page of the Site where such content appears. Nothing in these Terms is intended to modify, restrict or limit the scope of your rights as to such ArtSugar Licensed Content. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by ArtSugar or its licensors, except for the licenses and rights expressly granted in these Terms.
General Prohibitions
You agree not to do any of the following:

ArtSugar will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. ArtSugar may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that ArtSugar has no obligation to monitor your access to or use of the Site or Services or to remove any Member Content, but has the right to do so for the purpose of operating the Site and 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. ArtSugar reserves the right, at any time and without prior notice, to remove or disable access to any Member Content, listings for Original Works of Art or Digital Works/Limited Edition Prints, ArtSugar Content or any other text, graphics, images, software, music, audio, video, information or other content or material that ArtSugar, at its sole discretion, considers to be objectionable, in violation of these Terms or otherwise harmful to the Site or Services.

Ownership

The Site, Services and ArtSugar Content are protected by copyright, trademark and other laws of the United States and foreign countries. Except as expressly provided in these Terms, ArtSugar and its licensors exclusively own all right, title and interest in and to the Site, Services and ArtSugar Content and Limited Edition Prints, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or ArtSugar Content.

Copyright Policy

ArtSugar respects copyright law and expects its users to do the same. It is ArtSugar's policy to terminate in appropriate circumstances of Customers or other Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

Charity

ArtSugar donates on behalf of the customer at checkout per the customer’s choice of charitable partner or affiliate. ArtSugar maintains that they will donate the appropriate amount to the selected charity on a quarterly basis.

Links

The Site may contain links to third-party websites or resources. You acknowledge and agree that ArtSugar is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by ArtSugar of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from the use of any such websites or resources.

Termination and Account Cancellation

If you breach any of these Terms, ArtSugar will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. ArtSugar reserves the right to revoke your access to and use of the Site, Services, ArtSugar Content and Member Content at any time, with or without cause. In the event ArtSugar terminates these Terms for your breach, you will remain liable for any amounts due hereunder. You may cancel your Account at any time by sending an email to help@saatchiart.com.

Disclaimers

THE SITE, SERVICES, ARTSUGAR CONTENT AND MEMBER CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ARTSUGAR 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. ARTSUGAR MAKES NO WARRANTY THAT THE SITE, SERVICES, ARTSUGAR CONTENT OR MEMEBR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ARTSUGAR MAKES NO WARRANTY REGARDING THE QUALITY OF ANY WORKS, SERVICES, CONTENT OR PRODUCTS PURCHASED OR OBTAINED THROUGH THE SITE OR 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 ARTSUGAR OR THROUGH THE SITE OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER CUSTOMERS OR USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES. YOU UNDERSTAND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, ARTSUGAR DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF CUSTOMERS OR OTHER USERS OF THE SITE OR SERVICES, NOR DOES ARTSUGAR MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF ANY CUSTOMERS OR USERS OF THE SITE OR SERVICES. ARTSUGAR MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES.YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER CUSTOMERS OR USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Indemnity

You agree to defend, indemnify, and hold ArtSugar, 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 Site, Services, ArtSugar Content or Member Content, or your violation of these Terms.

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 Site, Services, ArtSugar Content and Member Content remains with you. Neither ArtSugar nor any other party involved in creating, producing, or delivering the Site, Services, ArtSugar Content or Member Content 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 Site, Services, ArtSugar Content or Member Content, or from any communications, interactions or meetings with other Customers or users of the Site or Services or other persons with whom you communicate or interact as a result of your use of the Site or Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not ArtSugar 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 ArtSugar's aggregate liability arising out of or in connection with these Terms or from the use of or inability to use the Site, Services, ArtSugar Content or Member Content exceed: (i) if you are a Member who has sold Original Works of Art or has licensed Digital Works/Limited Edition Prints and has received any Artist Revenue Share from ArtSugar from the sale of Limited Edition Prints, the total payments made or credited to you by ArtSugar for the sale of your Original Works of Art and/or from the sale of Limited Edition Prints based on your licensed Digital Works/Limited Edition Prints during the three (3) month period preceding the date a claim for liability arises under these Terms; and (ii) if you are a Member who has purchased Original Works of Art or Limited Edition Prints, the total payments that you made to ArtSugar for the Original Works of Art and/or Limited Edition Prints that are the subject of a claim. The limitations of damages set forth above are fundamental elements of the basis of the bargain between ArtSugar 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.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of ArtSugar used herein are trademarks or registered trademarks of ArtSugar. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Controlling Law and Jurisdiction

These Terms and any action related thereto will be governed by the laws of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in the Southern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between ArtSugar and you regarding the Site and Services and these Terms supersede and replace any and all prior oral or written understandings or agreements between ArtSugar and you regarding the Site and Services.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without ArtSugar's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. ArtSugar 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.

Notices

Any notices or other communications permitted to required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by ArtSugar via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

General

The failure of ArtSugar 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 ArtSugar. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Return Policy

All sales are final. However, we are more than happy to exchange an item if there is something wrong with the order or if the product has a defect. Exchanges can only be done if you contact us within 3 days after you receive the item. We reserve the right to refuse any exchange if we believe the items purchased were damaged after you received them or have been misused. All Commissioned items are final sale and will not be refunded once an order has been placed. We are not responsible for return shipping charges and the original shipping charges are nonrefundable.