TERMS OF SALE:
Effective Date: May 9, 2024
ART+COMMERCE WEBSITE TERMS OF SALE
ACCESS TO AND USE OF THIS WEBSITE PROVIDED BY ART+COMMERCE IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS.
1.ACCEPTANCE:
By visiting and using shop.artandcommerce.com (“the Website”), you (“you”) agree, without
limitation or qualification, to be bound by these terms of sale (the “Terms of Sale”), and WME Fashion’s Terms of Use (the “Terms of Use”), and WME Fashion’s Privacy Policy (the “Privacy Policy”) incorporated herein by reference.
Art+Commerce may modify or revise this Website at any time in our sole discretion. By visiting and using this Website you agree to be bound by any subsequent modifications or revisions and to comply with any applicable laws and regulations. We do not guarantee the Website, or the Goods (defined below) will always be available or be uninterrupted, and therefore we will not be liable to you if for any reason the Website is unavailable at any time or for any period. We may suspend, withdraw, discontinue, or change all or part of the Website without notice. You are responsible for making all arrangements necessary for you to have access to the Website. You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of this Terms of Sale, and that they comply with them. The Goods provided on the Website are protected by applicable law, including, but not limited to, United States copyright laws and international treaties.
2.Sale of Goods. Art+Commerce (“Art+Commerce”, “we”, “us”, “our”) is in the business of selling goods (the “Goods”) on the Website for you to purchase by selecting such Good(s) in the quantities and at the prices stated in on the Website. You shall pay all taxes and third-party expenses (including, but not limited to shipping) imposed on, and in connection with, the Goods contemplated by this agreement, in addition to the prices set forth on the Website.
3.Payment. Payment through the website is a precondition of sale and shipment.
4.Personal Information: The personal information you submit to us, is governed by the Privacy Policy and WME Fashion’s Cookie Policy (the “Cookie Policy”). To the extent there is a conflict between these Terms of Sale and the Privacy Policy and/or the Cookie Policy, the Privacy Policy and/or the Cookie Policy as applicable shall govern. You are responsible for providing information that is accurate, current and complete. If you provide information that is not accurate, current or complete, or if we have reason to believe that information you provided is not accurate, current or complete, we have the right to prohibit you from any and all future use of the Website.
5.Use Restrictions: The content on the Website, such as text, graphics, images, photographs, illustrations, trademarks, trade names, service marks, logos, information obtained from our licensors, and other materials (the “Contents” or “Content”) is protected by intellectual property rights under both United States and foreign laws. Ownership of the Contents - in other words, ownership of all intellectual property rights in such Contents, remains with Art + Commerce or our licensors. All rights not expressly granted herein are reserved to Art + Commerce and its licensors. If you violate any of these Terms of Sale, your permission to use the Contents automatically terminates and you must immediately destroy any copies you have made of any portion of the Contents. Any use of the Contents not expressly permitted by these Terms of Sale is a breach of these Terms of Sale and may violate copyright, trademark and other laws. Except as otherwise stated herein, you may not, without Art+Commerce’s written permission, “mirror” any Contents contained on the Website or any other server and you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Website or the Contents other than as expressly authorized by Art + Commerce in writing. You may not use the Website for any purpose that is unlawful or prohibited by these Terms of Sale, including to defame, harass, stalk, threaten, abuse or otherwise violate the rights of a third party as defined by applicable law. You agree that you will not remove or modify any acknowledgements, credits or legal notices contained on the Website or in the Contents. Where applicable, you shall include the following copyright notice: “©2024 Art + Commerce. All rights reserved.” Any special rules for the use of other items provided on the Website may be included elsewhere within the Website and are incorporated into these Terms of Sale by reference. The use of the Contents on any other site or in a networked computer environment for any other purpose is prohibited. You may not use the Website in any manner that could damage, disable, overburden or impair the Website, or interfere with any other party’s use and enjoyment of the Website. You may not attempt to gain unauthorized access to the Website through hacking, password mining or any other means. Art + Commerce reserves the right, in its sole discretion, to terminate your access to the Website, or any portion thereof, at any time, if there is a justifiable reason, without prior notice or any notice. If, for any reason, you create any derivatives, modifications or improvements to the Contents ("Derivatives"), all right, title and interest (including existing and future intellectual property rights) in such Derivatives ("Derivative Rights") vest in Art + Commerce immediately upon creation. You hereby assign to Art + Commerce with full title guarantee all right, title and interest in all such Derivative Rights. You represent and warrant that use by Art + Commerce or its licensees of the Derivative Rights will not infringe the intellectual property rights or other rights of any third party. You must do all things and sign all documents necessary or desirable to give effect to this paragraph. Unauthorized use of any Art+Commerce or WME Fashion trademark, service mark or logo is prohibited, and may be a violation of federal and state trademark law.
6.Use Restrictions for Contents for Purchase: For Content explicitly designated for a license or purchase (“Content for Purchase”) on a Website, upon payment of an invoice to the Website, a license is only granted to use the Content for Purchase for the use specified on the invoice and for no other purpose, unless such Content for Purchase is purchased outright. No rights are granted until payment is made to Website even though You have received an invoice. You do not acquire any right, title or interest in or to any Content or Content for Purchase, including, without limitation, any electronic reproduction or promotional rights, and will not make, authorize or permit any use of the Content for Purchase or digital files made there from other than as specified herein. The Content for Purchase shall be faithfully reproduced, and, unless Art + Commerce gives its express written consent in advance, shall not be cropped, colorized, solarized, overlaid with text, or otherwise altered in any way (except as to overall size). Full credit and copyright information must remain with the Content for Purchase. If You desire to re-use Content for Purchase or extend previous usage, then you must request and pay for additional rights prior to publication. You agree not to make, authorize, or permit any use of the Content for Purchase or its Derivatives except as authorized by the invoice. In the event You use an Content for Purchase for any use other than that indicated on the invoice, including but not limited to the number of uses, the publication using, or the size of the reproduction, Art + Commerce agrees to forego its right to sue for copyright infringement and breach of contract if you pay, as liquidated damages, a sum equal to ten (10) times the normal price we would have charged for such use, within 10 (ten) days of us billing such fee. This is not a penalty but an agreed fair use charge. If You fail to make such payment in ten (10) days, we shall have the right to sue for copyright infringement and breach of contract. No model releases or other third-party releases exist on any Content for Purchase unless the Website specifies the existence of such release in writing. You shall indemnify Art + Commerce against all claims arising out of the use of any Content for Purchase where the existence of such release has not been specified in writing by Website. In any event, the limit of liability of Art + Commerce shall be the sum paid to it per the invoice for the use of the Content for Purchase involved. You will hold Art + Commerce harmless from all claims for the use of the Content for Purchase, including defamatory use. Art + Commerce gives no right or warranties with respect to the use of names, trademark, logo types, registered or copyrighted designs or works of art depicted in any Content for Purchase, and the You must satisfy yourself that all necessary rights, consents, or permissions as may be required for reproduction are secured. Digital files are provided “as is”. Art + Commerce makes no representation or warranty, either express or implied, including but not limited to any implied warranties of merchantability, fitness for any particular purpose, non-infringement, quality of the Content for Purchase, or compatibility with any computer hardware or other equipment, operating system, or software program. You may have additional rights under some state laws. The terms of this section and the terms of any subsequent invoice supersede any and all terms of the purchase order. Any subsequent invoice the Website may issue may contain additional terms relating to the rights granted and the type of use allowed. Payment herein is to be net thirty (30) days. A service charge of two (2%) percent per month on any unpaid balance will be charged thereafter. Any claims for adjustment or rejection of terms must be made to Website within ten (10) days after receipt of invoice. You shall provide the Website with two (2) free copies of such publication immediately upon printing. Rights are being reserved to You when the Content for Purchase is downloaded or otherwise obtained. If You cancel an order within ten days of downloading or otherwise obtaining Content for Purchase, the Website will refund 50% of the agreed fee. After ten days, no refund shall be made, and the agreed fee shall be paid by You upon receipt of the invoice. Content for Purchase used editorially should bear a credit line in the form: “[Name of photographer or creator of the Artwork] / Art + Commerce”. The Website reserves the right to charge a treble fee for use without a credit. All rights not specifically granted herein to You are reserved for the Website’s use and disposition without any limitations whatsoever. You agree that the above terms in this section are made pursuant to Article 2 of the Uniform Commercial Code and agrees to be bound by same. Objection to any terms must be made in writing within ten (10) days.
7.No Reliance on Information. The material and Contents on the Website are provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Website. Although Art+Commerce makes reasonable efforts to update the information on the Website, Art+Commerce makes no representations, warranties or guarantees, whether express or implied, that the information and/or Contents on the Website is accurate, complete or up-to-date.
8.Delivery; Title; and Risk of Loss. We will deliver the Goods via FedEx, and title to and risk of loss of the Goods will pass to the you upon such delivery by the us. FedEx does not deliver to certain countries, so please ensure your home country is listed prior to ordering. We are not obligated to deliver the Goods to any countries not listed[1].We does not currently or ship to Iran, Cuba, North Korea and Syria. Any stated delivery dates are approximate. We will not be liable for any losses, damages, penalties, or expenses that arise from or in connection with the Goods during shipment or failure to meet any delivery date.
9.Disclaimer of Warranty; Due Diligence. The Goods are being sold “as is,” and Art+Commerce disclaims all warranties of quality, whether express or implied, including the warranties of merchantability and fitness for particular purpose. You acknowledge that you have not been induced by any statements or representations of any person with respect to the quality or condition of the Goods and that no such statements or representations have been made.
10.Hyperlinks: The Website may contain hyperlinks to other websites and webpages (“Third-Party Pages”), as well as to text, graphics, videos, images, music, sounds, and information belonging to or originating from other third-parties (collectively, “Third-Party Applications”). Art+Commerce does not investigate, monitor, or review any Third-Party Pages or Third-Party Applications to ensure their accuracy, completeness, or appropriateness. We are not responsible for the Third-Party Pages or any Third-Party Applications accessed through the Website. The inclusion of any hyperlinks to any Third-Party Pages or Third-Party Applications on the Website does not indicate Art+Commerce’s approval or endorsement thereof. If you choose to leave the Website to access any Third-Party Pages or Third-Party Applications, you do so at your own risk.
11.Liability of Art+Commerce and its Licensors and Partners: The use of the Website and/or the Contents is at your own risk. The Contents of the Website could include technical inaccuracies or typographical errors. However, please note that any of the Content on the Website may be out of date at any given time, and Art+Commerce is under no obligation to update it. Art+Commerce does not guarantee that the Website, or any of the Contents on it, will be free from errors or omissions. Subject to applicable law, Art+Commerce will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use or inability to use, the Website, or use of or reliance on any Contents displayed on the Website. Art+Commerce will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any Contents on it, or on any website linked to it. Except as otherwise expressly permitted herein, you agree not to use the Website for any commercial or business purposes, and subject to applicable law, Art+Commerce has no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity arising out of or related to your use, or the performance of the Website. To the extent permitted by applicable law, Art+Commerce excludes all conditions, warranties, representation or other terms which may apply to the Website or any Contents on it, whether express or implied. Nothing in these Terms of Sale excludes or limits Art+Commerce’s liability for death or personal injury arising from negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.
12.Limitation of Liability: We will not be liable for any direct, indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether the we have been advised of the possibility of any such damage. In no event will the our liability exceed the price you paid to us for the specific Goods provided by us giving rise to the claim or cause of action.
13.Indemnification. You will be responsible for and will be liable to Art+Commerce and indemnify Art+Commerce against any loss or damage suffered by Art+Commerce as a result of your use of the Website or Contents other than as permitted under these Terms of Sale. You agree to indemnify us in full against any third-party liabilities, claims, costs, loss or damage incurred as a result of any breach by you of these Terms of Sale.
14.Limitation of Actions. No action arising out of or relating to this agreement or the transactions it contemplates may be commenced against the Art+Commerce more than 12 months after the basis for such claim could reasonably have been discovered.
15.Governing Law and Designation of Forum. (a) The laws of the State of New York (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, validity, performance (including the details of performance), and enforcement, (b) A party bringing a legal action or proceeding against the other party arising out of or relating to this agreement or the transactions it contemplates must bring the legal action or proceeding in any court of the State of New York sitting in New York County. Each party to this agreement consents to the exclusive jurisdiction of the courts of the State of New York sitting in New York County and its appellate courts, for the purpose of all legal actions and proceedings arising out of or relating to this agreement or the transactions it contemplates.
16.Force Majeure. We will not be liable for delays in performance or for non-performance due to unforeseen circumstances or causes beyond our reasonable control.
17.DMCA Takedown Notice: If you believe the Contents (or any part thereof) accessible on or from the Website infringes your intellectual property rights, you may request removal of those materials (or access thereto) from the Website by contacting WME FASHION (address identified below) and providing the following information:
1.identification of the work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work;
2.identification of the Content that you believe to be infringing your intellectual property rights and its location. Please describe the Content, and provide us with its URL or any other pertinent information that will allow us to locate the Content;
3.your name, address, telephone number, and (if available) email address.
4. a statement that you have a good faith belief that the complained-of use of the work is not authorized by the intellectual property rights owner, its agent, or the law;
5.a statement that the information you have supplied is accurate, and indicating that “under penalty of perjury,” you are the intellectual property rights owner or authorized representative of the intellectual property rights owner;
6.a signature or the electronic equivalent from the intellectual property rights owner or authorized representative of the intellectual property rights owner.
Our address for intellectual property rights issues relating to the Website is as follows:
Attn: Copyright Agent
9601 Wilshire Blvd.
Beverly Hills, CA 90210
copyrightagent@img.com
In an effort to protect the rights of intellectual property rights owners, we maintain a policy for the termination, in appropriate circumstances, of users of the Website who are repeat infringers.
18. Recovery of Expenses. In any adversarial proceedings between the parties arising out of this agreement or the transactions it contemplates, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the prevailing party incurs, including legal fees and expenses.
19. Miscellaneous. Art+Commerce makes no claims that the Contents are appropriate or may be downloaded worldwide. Access to the Website and Contents may not be legal by certain persons or in certain countries. If you access the Website and/or Contents from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. The following provisions survive the expiration or termination of these Terms of Sale for any reason whatsoever: Liability of Art+Commerce and its Licensors and Partners, No Reliance on Information, Use Restrictions, and Indemnity.
20. Entire Agreement. Except as expressly provided in a particular notice or disclaimer posted by or on behalf of Art+Commerce on the Website, these Terms of Sale, constitute the entire agreement between you and Art+Commerce with respect to the use of the Website and Contents. If any provision of these Terms of Sale is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Sale shall remain in full force and effect. No waiver of any of these Terms of Sale shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
To contact us, please email inquiries@endeavorco.com.