NeatoShop Marketplace Agreement for Independent Artists
NeatoShop.com provides an Internet-based marketplace and service to enable artists to list and sell their designs. This NeatoShop Marketplace Program Agreement for Independent Artists ("Agreement") contains the terms and conditions that govern your participation in the NeatoShop Marketplace Program. "Neatorama" and "NeatoShop" mean Neatorama, Inc. "Artist" means you, the applicant to this program or as legal authorized representative of a group.
By listing your artwork, you are affirming that you understand and agree to the following terms and conditions.
1. TERM
This Agreement is effective on the date that Artist's artwork is listed on Neatorama.com, NeatoShop.com and related site(s), including private-labeled NeatoShop partner sites, and continues until terminated in writing by Artist or Neatorama.
2. OWNERSHIP
Artist retains all right and title to the artwork at all times.
3. LICENSE TO USE ARTWORK
Artist grants Neatorama worldwide, non-exclusive license:
a) to produce, sell and distribute Artist's artwork.
b) to publish, display, reproduce, transmit, distribute by any electronic means or other means Artist's artwork.
c) to modify, adapt, change or otherwise Artist's artwork (e.g. change the color or size).
d) to advertise and market by any electronic means or other means Artist's artwork and Artist's biographical details (including professional name, photographs, biographical materials, logos, designs, illustrations and artwork).
4. PAYMENT
Neatorama will remit royalty payment within 30 days after the end of the month via Paypal. If Artist does not accumulate the minimum payment threshold by the end of the month, the commission may be rolled over at to the following month until the total reaches the minimum payment threshold.
Neatorama makes no guarantee that any royalty will be made by participating in the NeatoShop Marketplace Program.
5. REPRESENTATIONS AND WARRANTIES
Artist represents and warrants that:
a) Artist has the full right and power to enter into and perform this Agreement and grant Neatorama all rights to use Artist's artwork and biographical details as outlined above.
b) Artist has obtained all necessary third-party consents, rights, licenses and permission (including, but not limited to, consents and permissions from owners of any elements that are used in Artist's artwork).
c) Artist's artwork does not and will not infringe on any rights of any third party, including any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party.
d) all information that Artist has provided is true and complete
e) Artist's artwork does not and will not violate any law, statute, ordinance or regulation.
f) If Artist or any member of Artist's group is a minor, Artist hereby warrants that Artist has the legal right to execute this Agreement on behalf of the minor artist and guarantee that such person's performance of the terms to this Agreement.
These warranties shall survive any termination of this Agreement.
6. TERMINATION
Neatorama or Artist may terminate this Agreement in writing at anytime with or without cause. Upon termination of this Agreement for any reason:
a) Neatorama will fulfill orders of Artist artwork placed before the termination of the Agreement, then remove from NeatoShop.com and related site(s) Artist artwork and biographical details within 10 business days.
b). Artist will not receive any fees on product sales occurring following the end of the Term, and fees earned through the end of the Term will remain payable only if the related orders are not canceled or returned. Neatorama may withhold the Artist.s final payment for a reasonable time to ensure that the correct amount is paid.
7. INDEMNITY
Artist agrees to indemnify, defend and hold Neatorama, our subsidiary and affiliated entities, our officers, directors, employees, agents, and representatives harmless from and against any and all claims, damages, losses, liabilities, costs (including legal fees) or other expenses that arise directly or indirectly out of or from:
a) Artist's use of Neatorama and NeatoShop Site(s).
b) Artist breach of any clause of this Agreement.
c) any allegation that any materials you submit or transmit to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party.
8. LIMITATION OF LIABILITY
Neatorama is not liable for indirect, special or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement or the NeatoShop Marketplace Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability with respect to this Agreement and the NeatoShop Marketplace Program will not exceed the total Artist royalty paid or payable to the Artist under this Agreement.
9. DISCLAIMER
Neatorama makes no express or implied warranties or representations with respect to the NeatoShop Marketplace Program or any products sold through the NeatoShop Marketplace Program including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing or trade usage. In addition, Neatorama makes no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
10. NO LIABILITY FOR THIRD PARTY USE
Neatorama disclaims all responsibility and liability for any third-party use of Artist's artwork and other materials made available on our website(s) pursuant to the terms of this Agreement. Artist shall be solely responsible for seeking relief for any unauthorized use of Artist's artwork and other materials by a third-party, and not from Neatorama. Artist will not hold Neatorama responsible or liable for such unauthorized use.
11. RELATIONSHIP OF PARTIES
Neatorama and Artist are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the two parties. Neither Neatorama nor the Artists shall have any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
12. ASSIGNMENT
Artist may not assign or transfer this Agreement or any interest herein, nor shall the same be assignable by operation of law, without Neatorama.s prior written consent.
13. MODIFICATIONS
Neatorama may modify any of the terms and conditions in this Agreement at any time and in our sole discretion by posting the revised Agreement.
14. ENTIRE AGREEMENT
The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this agreement shall be valid or binding between the parties.
15. SEVERABILITY
If any provision of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
16. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the Laws of the State of California.
17. ARBITRATION
The parties agree that any claim or dispute between them shall be resolved by binding arbitration in the State of Oregon in the City of Tualatin.