GALLERY ADDENDUM

This Agreement (“Agreement”) between ArtFan, LLC (“ArtFan”), a Colorado Limited Liability Company, and the undersigned individual or entity (“Seller”) (collectively, the “Parties”), is put into effect upon the creation and usage of an ArtFan Seller Account on the ArtFan platform and includes the Terms and Conditions set forth below.

PREAMBLE. ArtFan is an e-commerce platform designed for artists, art collectors, and galleries, the Sellers, to easily display and sell artwork (“Artwork”) and for providing art Buyers with an enhanced viewing and purchasing experience. 

ArtFan celebrates and respects diversity and all intersections of race, age, ability, faith, religion, ancestry, national origin, citizenship, sexual orientation, social class, ethnicity, gender identity, and gender expression.

ARTFAN IS A MARKETPLACE. As a marketplace, ArtFan does not own, take title to, have possession of the property listed, and offered for sale by the Seller. All property is offered for sale and sold directly from the Seller to the Buyer with ArtFan acting as the marketplace platform for the purpose of displaying the Seller’s Artwork, facilitating communication between platform Buyers and Sellers, and for securing complete transactions. ArtFan is not responsible for transferring, legal ownership, or physical possession of the property from the Seller to the Buyer. 

SELLER ACKNOWLEDGEMENT. Seller acknowledges that their submitted Artwork does not contain material that is defamatory, harassing, threatening, harmful to children, unlawful, constitutes a glorification or incitement of violence, invasive of privacy, in violation of anyone’s rights, including privacy or publicity rights, abusive, inflammatory or otherwise objectionable by fair and reasonable community standards. 

When and if there is direct communication between Sellers and potential Buyers, the Seller is, in effect, representing the integrity and reputation of not just themself but also of ArtFan and the ArtFan community. Therefore, it is incumbent upon Sellers, at all times, to behave professionally and to be respectful.

TERM. The Term of this Seller Agreement is indefinite until terminated by either Party. 

USE OF PLATFORM. Seller cannot use the ArtFan platform if Seller does not agree to Terms and Conditions. The Terms and Conditions of the Seller Agreement must be accepted prior to account activation. The person accepting these Terms and Conditions hereby confirms that they possess the legal right to be the Seller or they are the authorized representative on behalf of the owner of the Artwork that is being listed for sale. The Seller is required to upload a government-issued photo identification for verification.

GRANT OF RIGHTS. The Seller grants to ArtFan the unencumbered right to publish, on the entirety of the ArtFan web platform and all ArtFan social media channels, a photographic image and/or images of the Seller’s Artwork, provided by Seller, along with any and all accompanying information as provided by the Seller, for the purpose of promoting and selling the Seller’s Artwork.

Seller grants to ArtFan the unencumbered right, on Seller's behalf, to accept offers from Buyers up to a maximum of fifteen percent (15%) less than the Seller's listed price for any of Seller's listed Artwork, including but not limited to Physical Artwork, Digital Artwork, and Reproduction Artwork. Additionally, Seller grants to ArtFan the unencumbered right to offer platform-wide sales promotions or other limited-time sales promotions that offer Buyers up to a maximum of fifteen percent (15%) off on the purchase of Artwork. Under all cases that involve sales promotions or negotiated price reductions that are less than the listed price, ArtFan's sales commission is based solely on actual purchase price and not on the original listed price. 

This Agreement applies only to the specific Artwork that is submitted by the Seller and is accepted by ArtFan (“Accepted Artwork”) to be displayed on the ArtFan platforms for sale.

These Grant of Rights also allows ArtFan to use the photographic images of Accepted Artwork and other information provided by Seller to market the Seller, the Seller’s Artwork, and/or ArtFan, including use in composites that include the Seller’s Accepted Artwork. No royalties will be paid for marketing use.

COPYRIGHT TO ACCEPTED ARTWORK. Subject to the rights granted in this Agreement, all intellectual property rights that the Seller holds and/or has obtained, including all copyrights, trademark rights, rights of publicity, and other rights that may be required for Seller to make Artwork available to be marketed and sold through ArtFan platforms are retained by Seller, and all right, title and interest, including copyright, in all Accepted Artwork including when and if it is incorporated in a derivative work created by others are retained by Seller.

PRICING OF ARTWORK. Sellers set their own listing prices. ArtFan Fine Art Reproduction Services have a stated minimum listing price and a Seller’s listed price cannot be below that minimum when using ArtFan’s Fine Art Reproduction Services.

NON-EXCLUSIVITY. The terms of this Seller Agreement are non-exclusive, meaning Sellers are free to list their Artwork for sale elsewhere at all times. 

SALES COMMISSION. ArtFan receives sales commissions of 25% of the final sale price from Gallery Seller listings.

INVENTORY. Seller agrees to keep an up-to-date inventory record on the ArtFan platform in the case that any of the Seller’s listed Artwork is sold elsewhere and is no longer available for sale on the ArtFan platform. Seller only needs to update their Artwork listings on the Seller Dashboard to reflect the change in their listed inventory. 

SHIPPING POLICY. Shipping is always charged to the Buyer on top of the purchase price at checkout. 

The Seller is responsible for entering the correct shipping package dimensions and weight, shipping supplies, packaging, printing the shipping label (downloadable from the Seller Dashboard), applying the shipping label, and delivering the package to the appropriate carrier to be shipped. If there is a discrepancy in the shipping charge and an additional shipping charge is applied, the additional amount applied will be deducted from the Seller's payout.

SALES TAX. Sales tax is always charged to the Buyer on top of the listed purchase price at checkout. The sales tax collected from the Buyer is withheld by ArtFan remitted to the proper state and local tax collection authorities in accordance with associated state and local tax rates. 

TRANSACTION FEES. ArtFan will bear the cost of all transaction fees, such as credit card and bank transfer processing fees, from sales on the ArtFan platform. Transaction fees will not impact Seller payouts.

ARTFAN PAYS SHIPPING INSURANCE AND HANDLES DAMAGE CLAIMS. ArtFan pays for the cost of shipping insurance and such costs do not impact the Seller’s payout. ArtFan is responsible for filing any necessary shipping insurance claims on behalf of the Seller. 

RETURN & REFUND POLICY. ArtFan provides a general return policy for wrong Artwork, reproduction misprints damages in transit, or if the Buyer is unhappy with an Original Artwork purchase, for a maximum of seven (7) days post delivery date. The Seller is responsible for resolving any return request issues with the Buyer within seven (7) additional days from the posted return request. If the Buyer and Seller are not able to resolve the return request, the following terms and conditions apply.

In the case of the Seller sending the wrong Artwork, the Seller is responsible for sending the correct Artwork and all necessary costs of return shipping and shipping of the corrected Artwork will be deducted from the Seller’s payout.

In the case of damage in transit, the Buyer will be required to provide photos of the damaged Artwork. ArtFan will file the appropriate shipping insurance claim (to include the cost of the return shipping) on behalf of the Seller. If the claim is approved by UPS Capital, the Seller will then be compensated the declared value of the claim. ArtFan will issue a full refund to the Buyer once the damaged Artwork has been returned to Seller.

In all cases whereby a Buyer is unhappy with their purchase, and there is no damage to the artwork, the full cost of return shipping including packaging and return shipping insurance, is the obligation of the Buyer and will be withheld by ArtFan to be applied against the Buyer’s refund. 

ArtFan will not accept returns or give refunds for Digital Art, however, there will still be a seven (7) day hold period before Seller payout is made.

SELLER PAYOUTS. ArtFan is responsible for collecting transactions and redistributing payouts to Sellers accordingly. Seller payouts from Non-Exclusive, POD Reproduction and Digital Art sales will be made on a rolling basis once the order has cleared the Return Policy deadline. Seller payouts are made using the payout methods as provided by ArtFan and as specified by the Seller. ArtFan is not responsible for payouts sent to an incorrect payment address if the address that ArtFan sends the payment to matches the payout address that the Seller provided to ArtFan in their Seller Account.

INCOME TAX. Sellers are responsible for collecting and remitting their own income tax. ArtFan does not withhold income tax for Sellers.

ACCOUNT TERMINATION. A free Seller Account with ArtFan is valid for an indefinite period of time under the terms of a Non-Exclusive Seller Agreement. The Seller Account and all associated data can be terminated and completely removed from the website by either party at any time by submitting written notice via email expressing intent to terminate. To terminate a Seller Account and all associated data with ArtFan, Seller is to send a short e-mail with the subject heading “Termination of Seller Account'' and your Seller Profile Name to [email protected] 

SELLER COPYRIGHT PROTECTION. ArtFan requires that Sellers only upload web-safe images, which are images equal to or less than 96dpi (dots per inch), and anything larger than that is not considered a web-safe image.

ArtFan uses best efforts to achieve high-level copyright security for Sellers. However, Seller agrees that ArtFan is hereby indemnified from any and all copyright violations that may occur during use of the platform and that are beyond the control of ArtFan. 

INDEMNITY.  Seller exempts ArtFan from any and all claims that other parties may assert due to a violation of their rights, especially their copyrights, licensing rights, or any other property rights in regards to the Artwork provided to ArtFan by the Seller. In the case that a Seller has legally violated the copyright of another using the ArtFan platform, the Seller is obliged to reimburse all legal costs incurred in legal action affected by the violation of those copyrights. 

GENERAL. These Terms constitute the entire Agreement between ArtFan and the Seller with respect to the Seller’s use of the service. ArtFan’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision.

NON-CIRCUMNAVIGATION. Seller agrees not to circumnavigate the ArtFan platform, whether under exclusive or non-exclusive terms, including Buyers and/or any third-party provider. 

GOVERNING LAW AND JURISDICTION. This Agreement is governed by Colorado law and both Parties agree to resolve any disputes in Boulder County, Colorado.

FORCE MAJEURE. Neither Party will be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is beyond the reasonable control of a Party, materially affects the performance of any of its obligations under this Agreement, and could not reasonably have been foreseen or provided against. The Parties agree to resume all obligations under this Agreement as soon as they are again able to without delay.

MEDIATION. The Parties agree to always act in good faith and to strive to amicably resolve any dispute between the Parties that may arise. All disputes arising out of this Agreement that cannot be settled between the Parties shall be submitted to mediation before any legal action is commenced. The mediator shall be selected upon mutual agreement of the Parties, or if no agreement is possible the mediator will be selected by ArtFan. Should any dispute be litigated between the Parties, the prevailing party shall be entitled to receive reasonable attorneys’ fees and costs from the other party. In the event of mediation, the Parties shall jointly share the cost of the mediator unless otherwise agreed in accordance with any settlement reached. 

SEVERABILITY. In the event that any provision or any part of a provision of this Agreement shall be finally determined to be superseded, invalid, illegal, or otherwise unenforceable pursuant to applicable laws by an authority having jurisdiction, such determination shall not impair or otherwise affect the validity, legality, or enforceability of the remaining provisions or parts of provisions of this Agreement, which shall remain in full force and effect as if the unenforceable provision or part were deleted. 

MODIFICATION. This Agreement is subject to modification at any time with notification provided via email by ArtFan to Seller.  

CONTACT INFORMATION.

Contact via email: [email protected] 

You may also write to us at:

ArtFan

Attn: Business Affairs

PO BOX 3226

Boulder, CO 80307

ACCEPTANCE OF TERMS AND CONDITIONS. By using the ArtFan platform, Seller accepts these terms and conditions as stated above.

 

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