OnlineArtFestival.com Vendor Terms
Conditions of Use
Users who utilize Vendor Services are bound by the following additional terms. Users who do not agree to these additional terms may not use any Vendor Services.
Description of Services
The following services are included in Vendor Services: Multi-vendor marketplace and associates services, profile pages & associated services, event tagging and associated services.
Terms Violations
OAF may, at any time, and at its sole discretion add or remove Vendors from the platform for any reason. OnlineArtFestival.com is a privately owned platform offered by Online Art Festival LLC, and reserves a right to deny service for any non-prohibited reason.
OAF may choose to temporarily or permanently suspend Vendors who are in violation of Vendor Terms. Severity of action is at the sole discretion of Online Art Festival.
Application Process
Applicants may apply for acceptance into the Marketplace Program by submitting an application and requested supplemental materials via OnlineArtFestival.com. Incomplete applications may be rejected without notice. By applying for the Marketplace program, applicant agrees that they have met the minimum requirements for application and wish to be considered for approval as a Vendor.
Product Safety, Certification & Testing
Vendor must ensure that all products listed on OAF comply with applicable laws, regulations, licensing, permits, and other requirements as they relate to testing, safety and certifications in any jurisdiction where products are sold ("Applicable Laws").
Product Warnings & Disclaimers
Vendor shall promptly notify OAF in writing whenever a product qualifies for warnings, disclaimers or other notices including any regulations of formatting or design requirements of Applicable Laws.
Rates, Fees & Charges
Usage fees for the Marketplace program consist of a pre-set commission structure and/or membership fee. Additional structures may be added at any time. Current fees may be updated at any time with or without notice. Vendors are responsible for regularly reviewing fees to ensure complete understanding.
Use of Marks & Content
By using the services of the Marketplace, Vendor grants OAF and its Partners a non-exclusive, royalty-free, non-transferable license to use, publish, distribute, modify, create derivatives of, reproduce, transmit, display, and otherwise commercially exploit the content and images (Content) provided by Vendor to OAF for the listing, marketing, advertising, and sale of Vendor’s Products & Services of OAF Sites and Partner Sites. Vendor further warrants that any such Content does not infringe on any third-party intellectual property rights.
In addition, Vendor grants a non-exclusive, limited right to use Vendor’s trademarks (Marks) associated with Vendor’s products or services in connection to any marketing, promotions, advertising or promotional materials developed to promote Vendor’s products and services. Usage rights are extended to OAF, Partners, Partner Sites, promotional materials, and any other promotional use. Vendor further warrants that any such Marks do not infringe on any third-party intellectual property rights.
[Summary: Online Art Festival may use anything you upload for marketing, without asking for additional permission. We do not own your work and do not own property rights to your work.]
Accuracy of Information
Vendors are responsible for accuracy of listing information provided. If Vendor finds that information is listed incorrectly, Vendor must immediately notify OAF or take action to correct the errant information.
Payments
OAF will process payments and refunds for Products & Services and will pay Vendor for merchandise sold on the OAF Sites and Partner Sites in accordance with OAF’s normal payment practices with respect to Vendors. Standard terms are listed in above referenced fee schedule. The Parties agree and acknowledge that OAF shall have the right to deduct any monies owed by Vendor from any amounts owed to Vendor by OAF and pay only the net sum due after, if any exists. Any remaining outstanding monies due after recoupment and/or offset by OAF shall be paid by Vendor promptly upon demand by OAF.
Limitation of Liability
Neither Party shall be liable for any indirect, consequential, or special damages arising out of performance or failure of performance of any provision of this agreement, even if such party has been advised of the possibility thereof, except in connection with a breech of the confidentiality obligations contained herein, or a Party’s gross negligence or willful misconduct.
Insurance
Vendor will obtain and maintain, at its own expense, adequate insurance coverage for product liability, commercial general liability, umbrella liability and/or excess liability coverage.
Confidential Information & Privacy Laws
Each Party acknowledges that in the course of performing its obligations, it may receive or have access to information that is confidential and proprietary to the other Party (“Confidential Information”). Each party agrees not to use Confidential Information of the other party except in the performance of the Terms & Vendor Terms and not to disclose such Confidential Information to third parties except on a “need to know” basis in the performance of its obligations under this Agreement. The obligations contained in this Section shall survive the termination of this Agreement and shall subsist for so long as the Confidential Information remains confidential. Confidential Information may include, but is not limited to (a) all information and materials about any customer in any format including names, addresses, phone numbers and email addresses, (b)all information relating to sales, pricing, costs, inventory, operations and other such information, (c)the terms of this Agreement and (d) any other information or processes which may provide any type of competitive advantage to either Party.
Each Party shall restrict disclosure of confidential information to its personnel on a need to know basis in order to perform its respective obligations under this Agreement.
Verification & Audit
At OAF’s written request, Vendor shall certify its compliance under any Applicable Laws or this Agreement, and Vendor will allow OAF to audit and verify such compliance. Vendor will promptly respond to any such request for certification or audit.
Termination/Cancellation
Either Party may terminate this agreement with at least thirty (30) days prior written notice. A Party shall have the right to immediately terminate this agreement if the other Party is in breech of this Agreement and such breech cannot be cured by the other Party within ten (10) business days of its receipt of written notice of breech.
Modification
OAF may, at any time, modify these Vendor Terms. While attempts will generally be made to communicate changes, it is the responsibility of the Vendor to regularly review these Terms for changes. Continued use of the OAF platform constitutes acceptance of modifications.
