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CANVAZ.COM ORIGINAL ART PROGRAM ARTIST AGREEMENT THE FOLLOWING DESCRIBES THE TERMS ON WHICH CANVAZ.COM OFFERS YOU ACCESS TO THE CANVAZ.COM ORIGINAL ART PROGRAM AND RELATED SERVICES. BY LOADING OR AGREEING TO HAVE LOADED CONTENT UPON THE CANVAZ.COM WEBSITE, OR ANY ELEMENT OR DERIVATION THEREOF, YOU AGREE TO BE BOUND BY THE TERMS HEREIN. This Artist Agreement (this “Agreement”) is by and between Canvaz.com, a Chinese company, (“Canvaz.com”, “we” or “us” and “our” shall be construed accordingly) and you (“Artist” or “you” and “your” shall be construed accordingly), individually a “Party” and collectively the “Parties”. WHEREAS, Canvaz.com operates a website on the World Wide Web found on http://www.canvaz.com (the “Website”) and has developed proprietary technology to enable Artist to upload certain images and other content to the Website; WHEREAS, Artist has created original artwork (the “Artwork”), digital images of which are capable of being loaded onto the Website; WHEREAS, the parties desire to collaborate so that digital images of the Artwork may be displayed on the Website as apart of Canvaz.com’s Original Art program (the “Program”). NOW THEREFORE, in consideration of these premises and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows: 1. Introduction. BEFORE YOU USE ANY OF THE PROGRAM SERVICES, IT IS IMPORTANT THAT YOU CAREFULLY REVIEW THE TERMS AND CONDITIONS SET OUT BELOW. In addition to the provisions set forth below, the following policies (as modified from time to time) are incorporated into this Agreement by reference and relate to Artist as a user of the Website: Terms of Use: http://www.canvaz.com/oap/customerservice/terms_of_use.asp Content Policy: http://www.canvaz.com/oap/customerservice/content_policy.asp In addition, specific pages on the Website may set out additional terms and conditions, all of which are incorporated by reference into this Agreement. Terms may be changed or updated at any time, but you can find the most recent version on the Website. In the case of inconsistencies between this Agreement and information included in off-line materials, (e.g., promotional materials and mailers), this Agreement will always control. We suggest that you periodically check the Website to make sure you are up to date. By using the Program services on the Website, you indicate that you accept this Agreement and that you agree to be bound by and subject to the terms and conditions contained therein and any subsequent modifications. Acceptance of this Agreement creates a binding legal agreement between you and Canvaz.com that you will use the Website and participate in the Program only in a manner that is consistent with this Agreement. Your use of the Website and your participation in the Program is entirely conditioned on and subject to your compliance with this Agreement. If at any time you do not agree with this Agreement, do not proceed to access any Program services on the Website. 2. The Program and Related Services. Your participation in the Program is contingent upon your acceptance of this Agreement and Canvaz.com’s continued acceptance of any digital image(s) of the Artwork proposed by you for display on the Website. The Program is designed for participants aged 18 and above who can form legally binding contracts under applicable law. By accepting this Agreement and participating in the Program, you acknowledge that you age 18 or above. As an Canvaz.com Original Art program Artist (a “Program Member”), you will be provided (and we reserve the right to change or reassign from time to time) an individual URL to use (“Artist Site”) which may contain your name or screen name (which you hereby grant us the right to use) and for which you will make available to us, by uploading via the proprietary Canvaz.com software tools, a variety of digital images of the Artwork and textual information (“Artist Content”) which, subject to this Agreement, we will display within the pages designated to you on the Website within your Artist Site (“Artist Pages”). You will only be assigned one Artist Site at a time within the Website (unless prior written permission otherwise specifically granted to you by Canvaz.com) which may consist of one or more Artist Page depending upon the number of images and amount of textual information you load onto the Artist Site. The format and digital quality of such images shall meet Program editorial guidelines issued by Canvaz.com from time to time. The Artist Site will contain certain Canvaz.com graphics and textual links, which will serve to identify you as a Program participant. By loading or agreeing to have your Artist Content loaded onto the Website, you agree that you will cooperate fully with us and comply with this Agreement at all times in a manner consistent with our current policies including but not limited to our Content Policy and our policies regarding image resolution and proprietary notices, such as copyright and trademark notifications. You acknowledge that the factors determining whether the Artwork falls within Canvaz.com’s Content Policy may be subjective and agree that Canvaz.com shall determine in its sole discretion whether your Artist Content loaded onto the Website by you adheres to the letter and spirit of such Content Policy. You agree and represent that no character art, branding or logos, images of trademarked buildings, designs or otherwise, or likenesses thereof, the intellectual property rights of which belong to others, shall be uploaded and/or used in connection with any Artist Content unless you have secured all necessary rights and licenses to do so. You may not falsely state or otherwise misrepresent your affiliation with a person or entity in any way. 3. The Artist Site Canvaz.com provides a forum for Artist to sell Artwork via the Artist Site. Artist hereby acknowledges and understands that Artist is responsible for (i) collection of payment for any Artwork sold; (ii) delivery of any Artwork sold; (iii) all applicable taxes and costs incurred related to any sale of Artwork; (iv) resolution of any disputes arising from the sale of Artwork; and (v) researching and complying with any applicable laws, restrictions, regulations or manner of sale or exchange that may pertain to transactions of the Artwork. Artist shall indicate clearly on the Artist Site whether or not Artwork is for sale or not and, if it is, the price of the Artwork. Any change of status of availability must be updated within 48 hours of such change in status. If complaints are received by Canvaz.com from users who contacted the Artist regarding buying Artwork which was listed on the Artist Site as being available for sale when it was not, Artist will be contacted by Canvaz.com and Artist’s membership with the Program will be subject to termination. Any prices listed must be stated in US dollars. You agree and acknowledge that you shall not use the Website or the Artist Site (i) as storage for remote loading or as a door or signpost to another home page, whether internal or external to Canvaz.com; (ii) to solicit for advertisers or sponsors; (iii) to conduct raffles or contests of any type; or (iv) to display a sponsorship banner of any kind, including those that are generated by banner or link exchange services. You agree not to upload, post or otherwise transmit any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You will be solely responsible for all elements of the Artist Content loaded by or for you on the Artist Site (including but not limited to all Artwork and textual information such as contact details, profile and commentary on the Artwork) and the accuracy and propriety of the same. The content of the Artist Site, including any communications generated from it (via email mechanism or otherwise) shall not (i) violate or infringe upon the rights of any third party; (ii) be libelous; (iii) advocate or promote sexually explicit or indecent material; (iv) advocate or promote violence; (v) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or otherwise; (vi) be harmful to children; or (vii) otherwise be illegal. Recognizing the global scope of the Internet, you further agree to comply with all applicable laws regarding the transmission of electronic data exported from the country in which you reside. Your Artist Content may be added or removed from and to the Artist Site from time to time provided the Artist Site continues to be in compliance with this Agreement and all elements of your Artist Content are acceptable to Canvaz.com. You acknowledge that Canvaz.com may (but is not obligated to) pre-screen content, and that Canvaz.com shall have the right (but not the obligation) in its sole discretion to reject or remove any element of your Artist Content that is available via the Artist Site or any other part of the Website at any time, for any reason. Notwithstanding the foregoing, you agree that you must evaluate, and bear all risks associated with, the use of any of your Artist Content, including any reliance on the accuracy, completeness, or usefulness of such content. 4. Communications. Canvaz.com may need to communicate with you from time to time via email, telephone or by post. In order to facilitate such communications, you agree to provide Canvaz.com a current email address, telephone number and postal address and to update such information immediately upon any change of the same. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any content. Any information you provide to us, post or load onto the Website in general or onto the Artist Site specifically or that you otherwise communicate to users shall not be false, inaccurate, misleading, illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. You hereby agree not to upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, software viruses, political campaigning, commercial solicitation, mass mailings, “junk mail,” “spam,” “chain letters,” or “pyramid schemes” or other such solicitations. You shall not “stalk” or otherwise harass any other Website user or participant in any of the Programs (via the Program critique tool or otherwise). You may not collect or store personal data about users except as specifically authorized by the user. You hereby acknowledge that the Website is, generally, directed to users 18 years old or older who purchase items with credit cards and that Canvaz.com does not knowingly collect personal information from or about children except in accordance with any applicable statutes and regulations and except as relating to a specific order for products or services. If we, at any time, learn that information relating to a child under the age of 13 that we have obtained is other than as set forth above, we shall immediately purge such information from our records. In line with this policy, you acknowledge and agree that you will only communicate with users of the Artist Site 18 years old or older. If it comes to your attention that a user is under age 18, you must not communicate with such user. Canvaz.com reserves the right, though it does not have the obligation, to monitor the Artist Site and any communications to or from the Artist Site. If, at any time, we discover that you are using the Artist Site or the Program for any reason other than as in accordance with this Agreement, your relationship with Canvaz.com and your participation in the Program will be terminated immediately. You should report any suspicious communications to Canvaz.com; however, Canvaz.com is not responsible for any communication or activity between you and any third-party or user of the Artist Site. 5. Termination of this Agreement. The term of this Agreement will begin upon your acceptance of this Agreement and will end at the expiry of three (3) years from the Effective Date unless terminated earlier by either Party for any reason. Member artists shall be automatically renewed upon expiration of the term of this Agreement unless cancelled by either Artist or Canvaz.com. Either Party may terminate this Agreement at any time by providing prior written notification to the other Party. In the event of early termination by Artist, Canvaz.com agrees to remove Artwork from the Website within seven (7) business days of receipt of such written notice. 6. Publicity. You shall not create, publish, distribute, or permit any written material that makes reference to Canvaz.com or the Program without first submitting such material to us and receiving our prior written consent. 7. Licenses and Use of the Canvaz.com Logos, Trademarks and other materials. You grant to us worldwide, royalty-free license to utilize your Artist Content, to advertise, market, promote, and publicize in any manner in accordance with this Agreement including but not limited to all areas of the Website, our partner affiliate sites, in internet advertising and off-line multi-media materials; provided, however, that we shall not be required to so advertise, market, promote, or publicize. This license shall terminate upon the expiration or termination of this Agreement unless otherwise specifically stated in this Agreement. YOU SHALL NOT MAKE ANY USE OF ANY CANVAZ.COM TRADEMARKS, LOGOS, OR TRADE DRESS WITHOUT PRIOR EXPRESS AND SPECIFIC WRITTEN APPROVAL BY CANVAZ.COM; HOWEVER, CANVAZ.COM SHALL RESERVE THE RIGHT TO DISPLAY ANY SUCH TRADEMARKS, TRADE DRESS AND LOGOS ON ANY PART OF THE WEBSITE, INCLUDING WITHOUT LIMITATION, THE ARTIST SITE. YOU MAY NOT REGISTER THE WORDS CANVAZ.COM OR VARIATIONS THEREOF FOR USE IN ANY SEARCH ENGINE, PORTAL, ADVERTISING SERVICE OR SIMILAR SERVICE. The rights granted by Canvaz.com herein do not constitute any assignment of ownership or other transfer of ownership interests therein or in any property of Canvaz.com, including without limitation, any domain name, website or in any intellectual property of Canvaz.com to Artist. At no time during or after the term of this Agreement shall you challenge or assist others to challenge any Canvaz.com trademark, logo, or trade dress (except to the extent expressly prohibited by applicable law) or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to any Canvaz.com trademark, logo, or trade dress. All licenses, rights and interests in, to and with respect to the Program, the Artist Site, the Website, the elements and parts thereof and the media of exhibition not specifically granted herein to Artist (including, without limitation, all rights of copyright) shall be entirely reserved, as between the Parties, to Canvaz.com and may be fully utilized by Canvaz.com without limitation and without regard to any licenses and rights granted herein. 8. Disclaimers. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE WEBSITE, ARTIST SITE OR PROGRAM OR ANY ARTWORK (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE ARTIST SITE OR THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 9. Confidentiality. During the course of your participation in the Program, you may receive information relating to Canvaz.com or to the Program that is not known to the general public (“Confidential Information”). Confidential Information includes, without limitation, artist or sales information. You agree (a) that all Confidential Information will remain Canvaz.com’s exclusive property; (b) that you will use Confidential Information only as is reasonably necessary for your participation in the Program; and (c) you will not disclose Confidential Information to any individual, company, or other third party. 10. Disclosure for Legal Purposes. You hereby authorize us to disclose information pursuant to judicial and administrative proceedings, and in connection with law enforcement activities and as otherwise may be permitted by law, to law enforcement or government agencies if we believe the disclosure is necessary or appropriate. You also authorize us to disclose information if we believe the disclosure is necessary or appropriate in the event of an investigation of improper or illegal conduct in connection with The Artist Site specifically or the Website in general, such as fraud, misrepresentation, intellectual property infringement, or other activity that may put us at risk for liability. We will, whenever we believe reasonably possible, use our reasonable efforts to inform you if such information may be so revealed. 11. Representations and Warranties. You hereby represent and warrant to us as follows: a. This Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms. b. YOU POSSESS ALL REQUISITE RIGHTS IN AND TO ALL ELEMENTS OF YOUR ARTIST CONTENT IN ORDER TO GRANT TO CANVAZ.COM THE RIGHTS GRANTED IN THIS AGREEMENT AND CONTEMPLATED HEREIN AND AGREE TO PROVIDE CANVAZ.COM WITH DOCUMENTATION EVIDENCING THE SAME, UPON CANVAZ.COM’S REQUEST. NO THIRD PARTY POSSESSES ANY LICENSE OR OTHER RIGHTS WITH RESPECT TO ANY ELEMENT OF YOUR ARTIST CONTENT THAT WOULD PROHIBIT, IMPAIR OR CONDITION CANVAZ.COM’S ABILITY TO EXERCISE FULLY THE RIGHTS GRANTED HEREUNDER AND CONTEMPLATED HEREIN. NO ELEMENT OF YOUR ARTIST CONTENT (I) WILL VIOLATE ANY APPLICABLE LAW, RULE OR REGULATION, LOCAL OR OTHERWISE, (INCLUDING, BUT NOT LIMITED TO, ANY LAW RELATING TO FALSE OR DECEPTIVE ADVERTISING); (II) WILL BE LIBELOUS; OR (III) WILL VIOLATE, MISAPPROPRIATE OR INFRINGE UPON ANY RIGHT OF ANY THIRD PARTY OR CANVAZ.COM, INCLUDING, BUT NOT LIMITED TO, ANY CONTRACTUAL RIGHT, COPYRIGHT, TRADEMARK, PROPRIETARY RIGHT, TRADE SECRET RIGHT, MORAL RIGHT, ANY RIGHT OF PRIVACY OR PUBLICITY, OR ANY OTHER INTELLECTUAL PROPERTY RIGHT. c. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding related to any element of the Artist Content with respect to copyrights, trademarks or other intellectual property rights, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding. Canvaz.com represents and warrants that, to the best of its knowledge, its services do not violate any applicable law, rule or regulation and, to the best of its knowledge, will not infringe any contractual right, copyright, trademark or trade secret right of any third party. 12. Indemnification. You hereby agree to indemnify and hold harmless Canvaz.com and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that any element of your Artist Content as used in connection with this Agreement infringes on any trademark, trade name, service mark, copyright, license, publicity right, privacy right, goodwill, patent, or other intellectual property or proprietary right of any third party; (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein; or (iii) any claim related to any element of your Artist Content or the Artist Site. 13. Limitation of Liability. CANVAZ.COM SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE, PROFITS, OR DATA ARISING IN CONNECTION WITH THIS AGREEMENT, THE ARTWORK, YOUR ARTIST CONTENT, THE ARTIST SITE OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED, AT ANY TIME, THE TOTAL AMOUNTS, IF ANY, PAID TO YOU UNDER THIS AGREEMENT DURING THE PREVIOUS 12-MONTH PERIOD. 14. Relationship of the Parties. Artist and Canvaz.com are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on the Artist Site or otherwise, that reasonably would contradict anything in this section. 15. Severability. If any term, clause or provision of this Agreement shall be deemed invalid or unenforceable for any reason, the remainder of this Agreement shall remain valid and enforceable in accordance with its terms. 16. No Assignments. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. 17. Entire Agreement and Amendments. Except as otherwise specifically provided herein, this Agreement constitutes the entire agreement between the Parties relating to this subject matter, and all prior negotiations and understandings, whether oral or written, are superseded. 18. Authorized to Enter Agreement. Each Party represents and warrants that it has full power and authority to enter into this Agreement and to contract for the services in accordance with the terms of this Agreement. 19. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 20. Governing Law. This Agreement will be governed by the laws of the United States and the State of North Carolina, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Wake County, North Carolina, and you irrevocably consent to the jurisdiction of such courts. 21. Waiver. Canvaz.com’s failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement. 22. Survival of Provisions. The provisions of Sections 7, 8, 9, 11, 12, 13, 15, 20 and 22 hereof shall survive termination of this Agreement. 23. Image Categorization. Canvaz.com reserves the right to categorize and re-categorize elements of your Artist Content submitted to the Website, including the Artist Site, (within the Canvaz.com subject classification taxonomy, as may be modified from time to time by Canvaz.com in its sole discretion).
yes, I accept the terms in above agreement