Basically, by using this website and the services offered by Indiewalls through this website you agree to the terms below. For certain services, additional terms will apply.
Description of Services
The Services offered by Indiewalls include:
(a) enabling artists ("Artist") to offer original works of art and prints ("Works") for potential sale to prospective buyers ("Clients"), as described further herein;
(b) enabling Clients to view Works posted on the Website and submit requests for proposals from Artists to suggest other Works for consideration or create custom Works ("Work Requests").
(c) enabling Artists to submit images, concepts or proposals for review and consideration in response to Work Requests ("Work Proposals");
(d) facilitating the sale of Works (whether posted on the Website, or to be created or prepared pursuant to an accepted Works Proposal) to Clients; and
(e) enabling other users (together with Artists and Clients, "Users"), to access, browse and use our Website and view the Works.
Our website facilitates the sale of artwork between artists and clients, and provides exposure for an artist's works to members of the general public.
Right to Use Service
1. Use of the Services may be suspended at any time in Indiewalls’ sole discretion or for violations of the requirements listed in this Agreement. you acknowledge that the Website contains intellectual property and proprietary rights including without limitation copyrightable works, trademark, trade dress and service mark rights ("Indiewalls IP") which is the property of Indiewalls or its licensors, and which may not be copied, reproduced, modified, distributed, publicly displayed or otherwise used by you without prior written consent from Indiewalls.
We are excited you want to use Indiewalls, but if you violate our agreements, you may not be able to use our site.
Basically this is how you use our site if you are an Artist:
1. As an Artist, you may (i) submit Works to Indiewalls for posting on the Website, which, at the sole discretion of Indiewalls, may be made available for purchase by Clients pursuant to commercial terms that you provide to Indiewalls relating to the Works at the time you post such Work; and/or (ii) respond to a Work Request by submitting a Work Proposal for review and consideration by the Client.
By using Indiewalls, you can post artwork or respond to requests from Clients, for specific Works.
2. Artist acknowledges and agrees that (i) Indiewalls provides no guarantee that provision of the Services or usage of the Website will result in any agreements or engagements between you and any other party or sale of your Work. Clients are not obligated to accept any Work Proposal that you may submit in response to a Work Request or purchase any Works otherwise offered for sale or license on the Website by you; (ii) you will not contact Clients or provide information for Clients to contact you outside of the Website; (iii) the contents of any Work Proposal that you submit will comply with the terms of the applicable Work Request; (iv) your Work Proposal is not deemed accepted until an agreement has been signed between you and the Client. To be clear, until your Work Proposal has been accepted by a Client, Indiewalls and the Client are not obligated to make any purchase or pay any fees to you even if you choose to complete the Work; (v) Indiewalls may in its sole discretion add or remove your Works and/or Work Proposals from the Website; (vi) Indiewalls provides the Services as an independent contractor to you, Clients and other Users. Provision of such Services in no way gives rise to an agency or other fiduciary relationship between Indiewalls and any user of the Website or its Services, including Artists and Clients; (vii) unless expressly agreed to in writing by Indiewalls, Indiewalls will not be a party to any agreement reached between you and any other party; and (viii) Indiewalls does not warrant and will not investigate the origin of or ownership rights in Works or Work Proposals posted by any party.
We hope that you can sell your Works using our Website, but we can't guarantee it. To make sure everything runs smoothly, we sometimes need to be able to make changes on the Website, like removing things that are inactive or limiting proposals. We'll do our best to let you know if we’ve made changes. Also, to be fair you can't contact Clients directly in order to avoid any fees.
3. Generally, Indiewalls will not take legal, equitable, constructive, or physical possession of or establish control or custody over any Work. However, when a Client orders additional prints of a Work, you will submit the Work to us in order to enable us to have the prints made. Other instances when Indiewalls agrees to willingly and knowingly accept physical possession of a Work are rare, and generally for the purpose of exhibiting or selling the Work. All instances in which Indiewalls accepts physical possession of a Work must be separately acknowledged in writing by Indiewalls. Once we have acknowledged possession in writing, Indiewalls agrees to be responsible for the value of the Work, up to the value reasonably provided for in the Required Terms of Sale. Such acceptance of possession, by Indiewalls or its agents, shall create a priority in favor of the Artist over the claims, liens, or security interests of Indiewalls’ creditors. Indiewalls will not be deemed to have taken physical possession of any Work simply by providing shipping information or assistance or otherwise providing the Service.
Every once in a while, we may request to exhibit your work. In that case we’ll make a separate agreement that protects everyone fairly.
4. All Works must be offered at the fair market value for your Work. The sales price for a Work must be based upon the sales price of similar works by you or other artists in the same medium, geographical area, and level of recognition and your Work must be offered for sale at the same price or lower than the price of the Work if offered outside of the Website. You are responsible for updating the pricing of your Work and shall honor original pricing for a Work if you have not updated it on the Website.
Basically, set a fair price for your work. Please don’t charge a higher price for your Work if it is available for less somewhere else.
Submitting Work Request and Purchasing Works
Basically, this is how you can buy artwork on our site:
1. Clients may purchase Works directly from the Website and/or create and launch a Work Request requesting Artists to submit Work Proposals, by following the instructions on the Website. Unless otherwise set forth herein, all Works are deemed accepted within five (5) days of delivery of the Work.
You can purchase existing work on our website. If you don't see what you need just ask.
2. The Work Request must clearly specify the requirements for the Work, such that Artists know the criteria and specifications by which Client will ultimately select the Work. Work Requests may include (i) the project budget (or portion of the budget that is allocated to procuring the Work); (ii) the number of individual Works required and the number of prints of each Work required; (iii) the intended use or location of the Work; (iv) time requirements; (v) confidentiality requirements; and (vi) other special considerations.
Be clear with what you’re looking for.
3. By submitting a Work Request, Client agrees to be bound by the terms of the sale or license of the accepted Work Proposal. Client will be able to review Work Proposals submitted in response to a Work Request and select a Work Proposal submitted by an Artist. Client is not required to select any Work Proposal as a result of submitting a Work Request and reviewing Work Proposals. However, if Client selects a Work Proposal, Client must enter into and be bound by the terms of sale or license for the Works resulting from the selected Work Proposal.
You don't have to buy anything until you find what you’re looking for.
4. Client may not: (i) use Works available on the Website if they have not entered into a contract for sale or license for a specific Work; (ii) allow or request Artists to submit a Work Proposal to Client via any means other than the Website; (iii) collude with an Artist in anyway that is outside the scope of this Agreement. For example, Client can not submit a Work Proposal on the Website and then separately contract with an Artist to avoid paying fees and charges to Indiewalls.
To be fair you must buy all Works before you use them and you can't contact Artists directly in order to avoid any fees.
5. Client acknowledges that Indiewalls reserves the right in its sole discretion to (i) suspend a Client account; (ii) remove a Work Request if it has been inactive for a period of time, (iii) limit or exclude Work Proposals submitted in response to a Work Request; (iv) upon notification to Client change details of a Work Request; (v) unless separately acknowledged and agreed by Client and Indiewalls, Indiewalls is not responsible for the structural or aesthetic integrity of the Work; and (vi) Indiewalls make no guarantee that the Work or completion of a Work Proposal will be available for purchase or available for the original terms (including price). Client further acknowledges and agrees Indiewalls does not warrant and will not investigate the origin of or ownership rights in Work Proposals or Works posted by any party.
To make sure everything runs smoothly we need to be able to make some changes on the Website, like removing things that are inactive, limiting responses or modifying a request. We’ll do our best to let you know about any changes.
6. If Client purchases Work that is directly produced by Indiewalls, the Work will have a one year warranty for any manufacturing issue. Any issues with respect to an alleged mismatch of aesthetic for a Work directly produced by Indiewalls must be raised within thirty (30) days from the time of delivery of the Work. Indiewalls does not guarantee that such mismatch will be rectified, but will use reasonable efforts to correct any purported mismatch. Issues not raised within thirty (30) days from the time of delivery will be deemed waived.
We can't promise that everything will be perfect, but we want to make you happy. Let us know about any issues you have with the Work within 30 days and we will do our best to correct them. If we produced the Work and there is a manufacturing issue, we will do our best to help you as long as you let us know within a year of purchase.
As a User, you may access and use our Website. Certain areas of our Website may be restricted to you unless you register with us or create an account.
Browse away and see if you like us.
Different types of Users may post or submit different types of information and content on or through the Website and Services. For example:
(a) Artists may post Works (along with descriptions of the Work) and submit Work Proposals;
(b) Clients may submit Work Requests;
(c) other Users may post and submit comments, messages and other communications and content.
All information and content posted or submitted will hereafter be collectively referred to as "User Content." For purposes of these terms, an Artist's "User Content" also includes Works created or prepared pursuant to an accepted Work Proposal, even if they are not technically posted or submitted on or through the Website or Services.
You can post comments, submit content or message others on our Website, but remember that the information is public, so keep it clean. Make sure you have all the rights you need to display, post or sell your Works.
1. Responsibility. You are solely responsible for your User Content. You acknowledge that your User Content will made available to other Users, and possibly to other persons and entities outside of the Website and Services (for example, a Work purchased by a Client may be publicly displayed). You agree to post and submit to the public-facing areas of the Website only User Content that is appropriate for general audiences and not confidential or private (to you, or to anyone else). You agree not to post or submit any User Content that (i) is obscene, offensive or hateful, (ii) incites or encourages violence, or (iii) infringes the rights of any person or entity, including any intellectual property right, or right of privacy or publicity.
You can post comments, submit content or message others on our Website, but remember that the information is public, so keep it clean. Make sure you have all the rights you need to display, post or sell your Works.
2. Ownership. Indiewalls hereby acknowledges and agrees that, as between you and us, your User Content is and will remain your sole and exclusive property, and Indiewalls does not make any claim of ownership to your User Content. As between an Artist and a Client that purchases his/her Work(s), while the Client will own the copy or print purchased, the Artist retains the copyrights, unless otherwise agreed in writing between the Artist and the Client.
3. License. By posting or submitting User Content, you grant us the right to use that User Content to provide and support the Services and Website.
If you are an Artist that includes the right:
(a) to categorize, organize, display and promote your Works;
(b) to display certain information about you, your Works and any sales of your Works;
(c) to share your Work Proposals with Clients;
(d) to cause your Works to be reproduced in connection with the sale of such Works to Clients;
(e) if information is submitted by you in a foreign language, to translate that information into English;
(f) if information is submitted by you in English, to translate it for a foreign buyer;
(g) to use images of your Works to promote the Services and Website.*
* To be clear, when using images of the Works for promotional purposes, we will only use (i) images posted or submitted by you as such images appear on our Website (subject to any necessary resizing), or (ii) photographs of completed and/or installed Works purchased by Clients. Promotional use may appear on indiewalls.com, Indiewalls' social media outlets, and in any other format, channel or medium, including third party websites.
With respect to Clients, you also grant us the rights to share your Work Requests, translate information submitted by you and to use images of and information about Works that you have purchased.
Lastly, Users who provide feedback about the Services or Website grant us the right to use that feedback to promote the Services and Website.
Whenever images of Works are used for promotional purposes, Indiewalls will make an effort to properly credit the Artist. We may include your name, the name of the Work, your city and state, the Client's name and/or the location of the installation. If an image is posted for promotional purposes in social media, we may also tag the Artist in the post.
Don’t worry, you still own your artwork.
The foregoing licenses are non-excusive, worldwide and royalty-free. If you wish to revoke this license, you may do so by withdrawing your Works and other User Content from the Website. However, you acknowledge that we will not be required to pull images of Works or other User Content from promotional materials that have already been published or ad campaigns that have already launched. The license will continue in effect in perpetuity with respect to such materials and campaigns. You grant Indiewalls the right to use, reproduce, edit, modify and prepare derivative works in accordance with these terms.
You affirm that you own or control all of the rights and have obtained all of the releases and clearances (e.g., model or location releases) necessary to grant the rights granted herein with respect to your User Content.
We know that sounds complicated and like you are giving us a lot but you are only giving us permission to use your artwork so our Website can function and for marketing purposes. We hope these examples help you understand what the permission you are giving us allows us to do: if you upload artwork to sell, first, we have to display it to buyers, and second, we may need to resize (edit, modify) it so it looks good on our Website; if you post a description in English, we can translate it (create a derivative work) into a different language so a buyer in another part of the world can learn about your artwork; and if we really love your artwork we may want to feature it on our homepage or send to an interested client, or use it as an advertisement on a third-party website (channels). If you don't give us permission (e.g., a license) to use your artwork, we can't do any of these things required to keep Indiewalls going and help you sell your artwork.
4. Confidential Information. In connection with use of the Services and Website, certain non-public and proprietary information may be disclosed to you, including in the User Content of other Users. Such information will be designated as confidential by the terms posted on the Website or Work Request, or may consist of information which, given its nature or the circumstances surrounding its disclosure, reasonably should be considered as confidential ("Confidential Information"). Confidential Information includes, without limitation, information regarding proprietary structures, functions or designs of Indiewalls’ Services and Website, which is confidential to Indiewalls, and information (such as information in a Work Request) provided to you by other Users (each, a "Disclosing Party") which should reasonably be considered as confidential. You hereby agree to adhere to and comply with the following covenants (i) not to directly or indirectly divulge, disclose or publish the Confidential Information to any person or entity other than Indiewalls and, if applicable, the Disclosing Party (other than your agents or contractors who need to know the Confidential Information to perform services for or on your behalf, provided that you are fully responsible for any breach of confidentiality by such agents and contractors), or otherwise use the Confidential Information in a manner detrimental to Indiewalls or, if applicable, the Disclosing Party for any purpose other than as expressly permitted herein or without prior written consent of the Disclosing Party; (ii) to receive and treat the Confidential Information, in whatever form delivered to you as a result of this Agreement, on a confidential and restricted basis and to take precautions to prevent the unauthorized disclosure and/or use of such Confidential Information (including, without limitation, similar precautions as taken by you to protect your own confidential information); and (iii) to return or destroy the Confidential Information, including all copies and records thereof, to the Disclosing Party promptly upon receipt of a written request.
Some of the information you learn may be confidential and it needs to stay that way, please don't share it with others.
Your Account and Obligations
1. Certain aspects of this Website and Services may require you to create an account with a username and a password. You agree to take reasonable security precautions to protect your password and account for the Services, and if you are an entity, those of all your personnel. These precautions shall be at least as great as the precautions that you take to protect your own property, but in no event less than commercially reasonable and prudent care. You are responsible for all access to and use of the Service through your account and password, including access of any services for which the use results in monetary charges, whether or not you have knowledge of or authorize such access and use. You will notify Indiewalls immediately of any unauthorized use of your account or password, or any other security breach of which you are aware. It is your sole responsibility to keep your account number, user name, password and other sensitive information confidential. You warrant that registration is for a single person or entity only, and that you will not permit anyone to access and use the Services using your user information.
2. You represent to Indiewalls that the information you provided for registration or payment is current, complete, true and accurate and if such information should change, that you will promptly update such information accordingly. You must use the e-mail address used to create the account for e-mail communication with Indiewalls.
3. If Indiewalls receives multiple complaints that your Work or any other materials provided by you infringes the rights of any third party, Indiewalls will deem you a "repeat infringer," and Indiewalls will take action, in its discretion, including but not limited to suspending or terminating your account and your right to use the Services.
To use Indiewalls you will need to create an account and make sure the information you provide is correct.
Services and Website Access
1. In order to use the Services, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.
2. Indiewalls uses commercially reasonable efforts to ensure that the Services will be available 24 hours a day, 7 days a week. However, there will be occasions when the Services will be interrupted for maintenance or upgrades, and for emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of Indiewalls. Indiewalls will use commercially reasonable efforts to minimize such disruption where it is within the reasonable control of Indiewalls.
Basically, make sure you have your own internet access, computer, mobile phone and any other equipment you might need to use our Website and Services.
1. In addition to your obligations stated elsewhere in these terms, you also agree that the following actions are prohibited and a material breach of these terms. By way of example and not limitation, you agree that you will not:
- Use the Services for any unlawful purposes;
- Reuse, reproduce, copy, disseminate or otherwise use the Works of others or their Confidential Information without having first properly obtained permission to do so;
- Submit to the Website or otherwise cause to be disseminated in relation to the Services any information, including without limitation copyrightable works, trademarks, trade dress and service marks, which is the property of any third party ("Third Party IP") without the requisite permission or license granted by that third party, nor otherwise violate any rights of any third party through use of the Website or the Services;
- Use personal information of other users for any purpose other than in communications or actions in furtherance of or related to the Services;
- Interfere with or disrupt (or attempt to interfere with or disrupt) the Services or servers or networks connected to the Services, or to disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- Provide any information to Indiewalls that is false or misleading, that attempts to hide your identity or that you do not have the right to disclose;
- Defame, abuse, harass, stalk, threaten or otherwise violate the privacy or publicity rights of others, or impersonate anyone else or misrepresent your identity or affiliation;
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, pornographic, offensive, infringing, obscene, indecent or unlawful topic, name, material, content or information;
- Use the Website or Services to make available unsolicited advertising or promotional materials, spam, pyramid schemes, chain letters, or similar forms of unauthorized advertising or solicitation, or hack or violate any security measures; or
- Engage in any other action that, in our judgment, exposes us or any third party to potential liability or detriment of any type.
Be reasonable with what you post on our Website because everyone can see it (and it also may be illegal), no pornography, harassing comments, or spam!
Digital Millennium Copyright Act
We may, in our sole discretion, disable and/or terminate use by users who infringe the intellectual property of others. If you believe that any material contained on the Website infringes your copyright, please notify Indiewalls of your claim in accordance with the following procedure. Indiewalls will process notices of alleged infringement which it receives and will take appropriate actions as required by the Digital Millennium Copyright Act (the "DMCA") and other applicable intellectual property laws. Pursuant to the DMCA, notifications of claimed copyright infringement should be sent to Indiewalls’ Designated Agent: Gavriel Wolf email@example.com, Subject Line: Indiewalls DMCA. To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)): (i) physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Indiewalls to locate the material; (iv) information reasonably sufficient to permit Indiewalls to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. E-mails sent to firstname.lastname@example.org without a proper subject line, or for purposes other than communication about copyright claims, may not be acknowledged or responded to.
If you think your Copyright is being infringed, send us an email with all the details to email@example.com.
Payment Service Terms
1. Indiewalls shall receive a commission of 40% of the sale price of each of your Works which is sold to a Client. Indiewalls may also charge a Client certain fees for Indiewalls services, such as consultations, customization of RFPs; these fees are available on the Website (provide link?) . In the event of a potential licensing arrangement, Indiewalls will consult with the Artist prior to the licensing of any Works to a Client. The licensing fee paid to the Artist upon a sale to the purchaser will be based on a mutually agreed upon amount in a case by case basis.
2. You agree and acknowledge that sale of the Works shall be effected by Indiewalls according to the Required Terms of Sale. You further acknowledge that Indiewalls is not in receipt of funds provided by a Client in connection with the sale of a Work unless and until that Work is received and accepted by said Client. Any funds received by the Client prior to the time of such receipt and acceptance are not deemed to be funds received in connection with the sale of any Work.
3. Within thirty (30) days of the acceptance of a Work by a Client, and according to the payment of proceeds terms agreed to by the parties, Indiewalls shall submit to you or your third party designated agent, if applicable, your portion of the proceeds of such sale (sales price, less shipping and taxes, if applicable, and Indiewalls’ commission) or agreed upon fee for licensing of Works.
4. Indiewalls may require you to maintain an account with a third party designated agent (such as PayPal) for electronic payment of the proceeds of the sale of your Works. You acknowledge and agree that Indiewalls’ payment obligations hereunder cease upon submission of the owed funds to you or any such designated agent, and that any failure to remit payment to you by your designated agent is not the responsibility of, nor does it give rise to any liability on the part of, Indiewalls. You expressly release Indiewalls from any such liability. Furthermore, unless expressly agreed to in writing by Indiewalls, Indiewalls shall not be a party to any agreement reached between you and any such designated agent.
5. You will be responsible for payment of all taxes owing in connection with your sale of Work unless otherwise stated. It is the responsibility of the Artist to inquire as to whether taxes are paid by Indiewalls.
We are all about helping Artists and Clients come together to make the world a more creative place. When we do that successfully this is how the business part works.
Warranty and Indemnification
1. You represent, warrant and covenant that any Work (including any content included in the image) provided for use or display by Indiewalls or a Client will not violate the rights of any third-party, including any copyright, trademark, privacy, or other personal or proprietary rights, and that the image does not contain libelous or otherwise unlawful, abusive or obscene materials, and that Indiewalls, a or Client may use the image without the need to seek or obtain permission or license from any third party.
2. You agree to defend, indemnify and hold Indiewalls, other Artists and Clients and their respective subsidiaries, affiliates, officers, agents, employees, successors, assigns, representatives, partners and licensees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of 1) Works or other content you submit, post, transmit or otherwise make available through the Services; 2) use of the Services by you or anyone using your User ID or password; 3) violation of this Agreement by you or anyone using your User ID or password; or 4) the violation by you of any rights of another, including without limitation rights of privacy or publicity, contractual rights, or any intellectual property right. Other users of the Services, including other Artists and Clients are third party beneficiaries to this Section.
You promise that you are responsible for any harm caused to us.
Limitation of Liability
IN NO EVENT SHALL INDIEWALLS, OTHER ARTISTS OR CLIENTS, OR ANY OF THEIR RESPECTIVE AFFILIATES OR LICENSEES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES BY YOU, ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOST PROFITS, LOSS OF GOODWILL, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE EVEN IF INDIEWALLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. INDIEWALLS SHALL HAVE NO LIABILITY WHATSOEVER TO YOU FOR ANY CLAIM RELATING IN ANY WAY TO ANY THIRD PARTY CONTENT OR FEATURE. OTHER USERS OF THE SERVICES, INCLUDING OTHER ARTISTS AND CLIENTS ARE THIRD PARTY BENEFICIARIES TO THIS SECTION.
THE SOLE REMEDY AVAILABLE TO YOU CONCERNING USE OF THE SERVICES BY YOU IS, AND INDIEWALLS’ ENTIRE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM FOR DAMAGES RELATING TO USE OF THE SERVICES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID IN CONNECTION WITH THE SPECIFIC SERVICE WHICH IS THE BASIS OF THE CLAIM.
In the simplest terms, Our liability to you is limited.
Disclaimer of Warranties
THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND INDIEWALLS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, WHETHER ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWISE, WITH RESPECT TO ANY SERVICES, PRODUCTS, TECHNOLOGY, INTELLECTUAL PROPERTY, MATERIALS OR INFORMATION PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RELIED ON NO REPRESENTATIONS OR WARRANTIES AND THAT NO OTHER REPRESENTATIONS OR WARRANTIES HAVE FORMED THE BASIS OF YOUR BARGAIN HEREUNDER.
IN ADDITION, TO THE FULLEST EXTENT PERMITTED BY LAW, INDIEWALLS DISCLAIMS ANY WARRANTIES FOR THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. YOU UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR WORKS OR DATA OR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE USE OF THE SERVICES BY YOU. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
Your use of our site is subject to certain disclaimers.
Term and Termination
1. This Agreement shall become effective upon agreement by you and completing the registration process ("Effective Date"), and shall continue in full force and effect until the earlier of the termination of your user account, or the date this Agreement is terminated ("Term"). If your account with Indiewalls is not valid or in good standing, you will not be able to use the Services. Indiewalls with or without prior notice, terminate any of the rights granted by these terms. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the Website and Services.
Once you register we have an agreement, but sometimes things have to end - especially if you don’t live up to your end of the bargain.
Notice Required by California Law
1. Indiewalls is a company located in New York and provides this service to you. You can send any complaints to us at firstname.lastname@example.org or the Complaint Assistance Unit of the California Department of Consumers Affairs.
2. Pursuant to California civil code section 1789.3, California residents are entitled to the following specific consumer rights notice:
The name, and address of the provider of this service is:
335 Madison Ave 16th FL
New York, NY 10017
3. Complaints regarding the service or requests to receive further information regarding use of this service may be sent to the above address or to email@example.com.
4. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227.
Indiewalls is a company located in New York and provides this service to you. You can send any complaints to us at firstname.lastname@example.org or the Complaint Assistance Unit of the California Department of Consumers Affairs.
1. Choice of Law; Jurisdiction. Agreement shall be governed by and construed in accordance with the law of the State of New York. The parties each irrevocably submit to the exclusive jurisdiction of the courts of New York County, New York for all disputes arising hereunder, including disputes related to sale of Works, and waive any defenses of lack of personal jurisdiction, venue or forum nonconveniens.
2. Third Party Beneficiaries: Other than as set forth herein, each party hereto intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person or entity other than you and Indiewalls.
3. Notices. Except as otherwise provided herein, all notices, or other communications to be given hereunder will be in writing to the address provided at the bottom of this Agreement, and will be transmitted by postage prepaid registered or certified mail, return receipt requested. All notices will be deemed to have been duly given on the date of receipt (or if delivery is refused, the date of such refusal). Notice will be directed to you at the e-mail address set forth in the registration.
4. Survival and Severability. Those sections of this Agreement which, by their nature, are intended to survive termination (including disclaimers of warranties, indemnification, and provisions regarding intellectual property rights) shall so survive any termination or expiration of this Agreement. If any provision in this Agreement shall be found or be held to be invalid or unenforceable, then the meaning of said provision shall be considered, to the extent feasible, to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect.
5. Miscellaneous. The subject headings of the Sections of this Agreement are for reference only, and shall not affect the interpretation of any provision. No representations or statements of any kind made by any party that are not expressly stated herein shall be binding on such party. No amendment to this Agreement shall be binding upon Indiewalls without Indiewalls’ written agreement thereto, and you acknowledge Indiewalls' right to amend this Agreement as described herein. The parties agree that this Agreement constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, between them relating to the subject matter hereof. This Agreement is not assignable by you or by operation of law without the express written approval of Indiewalls. Indiewalls may assign this Agreement in whole or in part to any third party. Any assignment or attempt to assign without such written approval shall be void. Indiewalls' failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision.
6. Force Majeure. Without limiting the foregoing, under no circumstances shall Indiewalls be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, acts of terrorism, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance. Notices and Procedure for Making Claims of Copyright Infringement.
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