4. User Content

CollexArt enables some of its users and Members to upload, post and transmit photos, videos and other allowed content formats to the site, services, applications or tools subject to certain limitations and requirements;

4.1 When providing CollexArt with User Content, you retain all intellectual property rights in and to any User Content you post, upload, or otherwise make available through CollexArt, including the copyright in and to your photos and videos. Kodexio does not claim any ownership, right, title, or interest in and to your User Content. Notwithstanding the foregoing, by uploading and/or posting any User Content to CollexArt, its tools, applications and online services, you grant us an irrevocable, perpetual, world-wide, royalty-free, non-exclusive license (with the right to sub-license) to copy, edit, distribute and display your User Content to the extent necessary for us to: (i) operate and manage CollexArt and our online services; (ii) enable you to obtain the benefit of CollexArt and our online services; and (iii) provide services to third parties;

4.2 You represent and warrant that (i) you own or otherwise control all of the rights to the User Content that you post or transmit, or you otherwise have the right to publish, use, display, distribute and reproduce such User Content and to grant the rights granted herein; (ii) the User Content you supply is accurate and not misleading; and (iii) the use and posting of the User Content you provide is not violating the intellectual property rights or moral rights of any other party;

4.3 By posting an image, video or sound track ("Media") in CollexArt, or participating in our Art Calls you agree that versions of your image or Media and related User Content may be re-posted throughout CollexArt, our services, tools or applications, or displayed in related CollexArt websites (including those that advertise CollexArt as a service or advertise the works listed in CollexArt or the artists in CollexArt) without further notice;

4.4 Kodexio has the right, at any time, to remove your User Content stored in CollexArt in excess of any content limits CollexArt may impose. Further, if Kodexio were to terminate an account for any reason, all User Content associated with such an account may be removed. While Kodexio will use reasonable efforts to notify you of such removal, whether by notice in the account or by email to the address you have specified in your account, it is your responsibility to download any User Content which you wish to save and make backup copies of all User Content to prevent the loss thereof; and

4.5 If you are a Gallery, Agency or an Agent providing any User Content to CollexArt on behalf of a Third Party Artist,  you represent and warrant that: (i) any User Content you upload is provided to CollexArt with the knowledge and permission of the Third Party Artist; (ii) You have verified and can provide proof within 3 business days that the Third Party Artist or you have ownership, and all the necessary rights to including copyright, in the User Content; and (iii) the User Content you provide CollexArt is subject to the same Terms of Service of other User Content in 4.1, 4.2, 4.3, and 4.4.

‍

5. Intellectual Property and Marks

5.1 THE MATERIALS CONTAINED IN COLLEXART ARE PROTECTED BY APPLICABLE COPYRIGHT AND TRADEMARK LAW;

5.2 You must not copy, reproduce, transmit, display or otherwise distribute any of our Intellectual Property in whole or in part without our prior written consent, which we may give or withhold at our sole discretion; and

5.3 You acknowledge that "Kodexio", the Kodexio logo, "CollexArt", the CollexArt logo, the look and feel of the site and any other Product or Service names, logos or slogans of either Kodexio or CollexArt contained in the Services are trademarks of Kodexio (collectively, the "Marks") may not be copied, imitated or used without the prior written permission of Kodexio.  All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Services are the property of their respective owners.

‍

6.Links

6.1 You may create a text hyperlink to CollexArt, provided such a link does not portray CollexArt or Kodexio or any of its Products or Services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked by Kodexio at any time. You may not frame any part of CollexArt or utilize framing techniques to enclose the CollexArt Materials, CollexArt Marks, or other proprietary information without Kodexio's express prior written consent;

6.2 CollexArt may provide you with access to and use of Juror Quote Pages and their corresponding web addresses ("URLs") that you may share. We do not guarantee the availability of any particular web page or URL and reserve the right, at any time and at our sole discretion, to reclaim, suspend, terminate or transfer any such web page or URL; and

6.3 CollexArt has not reviewed all of the sites linked to and is not responsible for the contents of any such linked sites. The inclusion of any link does not imply endorsement by CollexArt of the site. Use of any such linked website is at the user's own risk;

‍

7. Members

‍

8. Disclaimer of Warranties

8.1 You acknowledge that the materials in CollexArt are accessed at your own risk, and that they are provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, Terms of Service including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement of intellectual property or other violation of rights. Further, Kodexio does not represent or warrant that the CollexArt materials or the services are accurate, complete, reliable, current, or error-free or that the services, its servers, or email sent from Kodexio or the services are free of viruses or other harmful components.

‍

9. Limitation of Liability

9.1 Kodexio is not responsible for typographical errors or omissions relating to pricing, text, photos, or Media. Kodexio also makes no representation or warranty regarding the availability, reliability, or security of CollexArt and will not be liable for any unauthorized access to or any modification, suspension, unavailability, or discontinuance of the services or the products provided thereon; and

9.2 To the extent permitted by applicable law, we are not liable, and you agree not to hold us responsible, for any losses or damages (including, but not limited to, loss of profits, money, goodwill or reputation, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (i) our use of or your inability to use CollexArt;(ii) Delays or disruptions in CollexArt, its services, applications, or tools; (iii) Viruses or other malicious software obtained by accessing CollexArt, its services, applications, or tools or any site, services, applications, or tools linked to CollexArt, its services, applications, or tools; (iv) Glitches, bugs, errors, or inaccuracies of any kind in CollexArt, its services, applications, and tools or the information and graphics obtained from them; (v) Damage to your hardware device(s) or loss of data that results from the use of CollexArt, its services, applications, and tools; (vi) The content, actions, or inactions of third parties, including items listed using CollexArt, or tools, feedback, risk scores, provided by third parties, or the destruction of allegedly fake items; (vii) A suspension or other action taken in relation to your Member account; (viii) The length of time or manner in which your listings appear in search results. CollexArt's decision to remove or end your listing(s); and (viii)Your inability to follow your choice of method or business or behavior, as a result of changes to our Terms of Service or our policies; CollexArt reserves the right to modify its policies and this Terms of Service at any time consistent with the provisions outlined herein.

‍

10. Indemnity

10.1 You will indemnify and hold us (and our subsidiaries and affiliates, and our and their respective directors, officers, employees, and agents) harmless from any demand or claim, including reasonable attorneys' fees, made by any third party arising out of or due to your breach of this Terms of Service Agreement, your improper use of CollexArt, any User Content you post or otherwise transmit in or through CollexArt, your use of or inability to use CollexArt, and/or your violation of any law or the rights of a third party.

‍

11. Release

11.1 If you have a dispute with one or more Members or users, you release us (and our subsidiaries and affiliates, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this release.

‍

12. Modification, Suspension and Account Access

12.1 Kodexio reserves the right to modify or discontinue our online services at any time, without needing your consent, unless otherwise agreed;

12.2 We may suspend access to our online services at any time to carry out maintenance, install modifications or updates, or to fix errors. We do our best to give notice detailing the time and duration of any downtime; and

12.3 From time to time we may need to troubleshoot or test the system and to do so we may need to login with your account and access password protected areas in your account (backend areas). You give the CollexArt staff and service providers permission to access your account for any reasons it deems at its sole discretion necessary, including for customer support, testing, troubleshooting, software enhancements, to enforce any part of the Terms of Service, to remove content in violation with Terms of Service or in reference to a copyright claim notice pursuant to the United States Digital Millennium Copyright Act, any service or software development efforts, fraud prevention efforts, etc.

‍

13. Choice of law and Dispute Resolution

13.1 Your use of the Services is subject to all applicable local, state, national, and international laws and regulations. The Terms of Service and your use of CollexArt will be governed by and construed in accordance with the laws of the State of Maine applicable to agreements made and to be entirely performed within the State of Maine, without regard to its conflict of law provisions.

14. Agreement to Arbitrate & Waiver of Representative Actions

14.1 PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH KODEXIO AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. IF YOU DO NOT CONSENT TO THE TERMS OF THIS SECTION, YOU ARE NOT PERMITTED TO USE COLLEXART;

14.2 You and Kodexio agree to arbitrate any dispute arising from these Terms of Use or relating to CollexArt, or CollexArt Materials. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Kodexio agree: (i) to notify each other of any dispute within thirty (30) days of when it arises; (ii) to attempt informal resolution prior to any demand for arbitration; (iii) that any arbitration will occur in Cumberland County, Maine; and (iv) that arbitration will be conducted confidentially by a single arbitrator in accordance with the Rules of the American Arbitration Association ("AAA"), including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable). The AAA's rules are available at www.adr.org. Other than class procedures and remedies described in these Terms of Service, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Notwithstanding the foregoing, you and Kodexio are NOT required to arbitrate any dispute in which either party seeks equitable or other relief for (1) the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents or (2) allegedly criminal conduct under laws of the United States or any state thereof including, but not limited to, criminal laws addressing pornography, exploitation, obscenity, or hate speech;

14.3 The arbitrator's award will be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. YOU AND KODEXIO AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND KODEXIO AGREE OTHERWISE THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER KODEXIO OR COLLEXART USERS; AND

14.4 Unless you and Kodexio agree otherwise, in the event that a court decides that any part of this Section is invalid or unenforceable, you agree that any claim or dispute that has arisen or may arise between you and Kodexio must be resolved exclusively by a state or federal court located in Cumberland County, Maine. The remainder of the Terms of Service will continue to apply. You and Kodexio agree to submit to the personal jurisdiction of the courts located within Cumberland County, Maine, to litigate all such claims or disputes.

15. Assignment

15.1 These Terms of Use are binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Notwithstanding the foregoing, you may not assign your rights under these Terms of Use without CollexArt's prior written consent. CollexArt will be permitted to assign its rights under these Terms of Service at its sole discretion.

16. Changes to the Terms

16.1 CollexArt.com may revise the Terms of Service for CollexArt at any time posting notice in the Terms of Service link in the footer of CollexArt pages. By using this website, you agree to be bound by the then current version of the Terms of Service. We may also ask you to acknowledge your acceptance of the Terms of Service through an electronic click-through. This Terms of Service (including incorporated policies and rules) sets forth the entire understanding and agreement between us with respect to the subject matter.

17. Revisions and Errata

17.1 The materials appearing on CollexArt website could include technical, typographical, or photographic errors. CollexArt.com does not warrant that any of the materials on its website are accurate, complete, or current. CollexArt may make changes to the materials contained on its web site at any time without notice. CollexArt does not, however, make any commitment to update the materials.

18. Exhibits & Artist Profiles

18.1 The purpose of the CollexArt curated online exhibit areas is to showcase artworks we select through our art calls and on occasions through direct contact with artists.

18.2 CollexArt is not liable for any decision by our selection staff and/or guest jurors to: (i) consider or not consider, or (ii) approve or not approve, a submission through our Art Calls; and

18.3 CollexArt maintains artist profile pages for selected artists. The content in the artist profiles is based on contents submitted by the artists. It is the responsibility of the featured artists to revise the profile contents for correctness and errors and to promptly inform us of such issues.

19. Art Commissions

19.1 Prospective Buyers may inquire about opportunities to commission artworks from participating CollexArt Store artists via a form in the Artist Profile Page. Art Commissions at the request of a Buyer are pursuant to an agreement crafted and entered into by and between the Seller and Buyer;

19.2 The CollexArt Art Commission request suggested workflow consists of the following steps: (i) Buyer who wants a Commissioned Work will initiate a request by completing the required form in the Artist Profile page; (ii) A commission ticket will be handled based on the information provided by Buyer through the [form] and provided to the Seller; (iii) the Seller who accepts the proposal of Buyer will then engage Buyer to establish the terms related to the proposal for Commissioned Work; (iv) If an agreement is reached, Buyer shall pay the Art Commission Fee(s) in the schedule Buyer and Seller agreed to and Seller should create the commissioned work providing Buyer regular status updates; (v) Upon completion of the Commissioned Work, there is a period of review in accordance with the agreement entered into by and between the Buyer and Seller; and (vi) Upon approval of Buyer, Seller shall arrange for transportation of the Commissioned Work to Buyer and the remaining Commission Fee shall be released to Seller, and Ownership shall be transferred to Buyer. These are only suggested steps to follow to better document the transaction but it is up to Buyer and Seller to adopt the suggested steps or not;

19.3 Should any dispute arise between the Buyer and Seller related to Commissioned Work, CollexArt shall in no way act as an intermediary or arbiter. Disputes between Buyer and Seller shall be resolved by and between the Buyer and Seller in accordance with any agreement entered into between the Buyer and Seller/Artist and/or in accordance with the applicable governing jurisdiction;

19.4 Due to the nature of Commissioned Work, Buyer should not expect returns of Commissioned Work offered or accepted unless such terms expressly allow it in any agreement entered into between the Buyer and Seller; and

20 Deleted

21 Deleted

22. Art Calls

22.1 CollexArt conducts call for entries ("Art Calls") on an ongoing basis to find new artworks that may be featured in CollexArt exhibit areas and/or offered for sale directly by artists in the Store. Art Calls for exhibit consideration offer winner(s) a purchase award and eligibility in CollexArt's Annual Grand Prize Award. CollexArt Art Call participants and winners may receive additional benefits. The Art Call description documents submission rules, awards and additional participant benefits in each Art Call event page;

22.2 CollexArt uses SubmitArts, a Kodexio developed submission management system;

22.3 SubmitArts, as used by CollexArt, should be considered a CollexArt application subject to these Terms of Service;

22.4 Content you upload using SubmitArts for consideration in CollexArt is considered User Content;

22.5 The SubmitArts application requires that you create an account separate from your account in CollexArt. The SubmitArts account allows you to manage work you submit to Art Calls;

22.5 SubmitArts has functionality that allows jurors to showcase and write Juror Quotes.  Juror Quotes are a form of recognition by Jurors for items in an Art Call submission they find of particular interest or relevance. With your permission, we may showcase your Juror Quotes;

22.6 CollexArt is not liable for any decision by our Guest Jurors or staff to: (i) consider or not consider, or (ii) approve or not approve, a submission through our Art Calls, (iii) or the quality or method used to establish a selection criteria;

22.7 CollexArt reserves the right to reject or terminate a submission for any reason it deems necessary without advance notice;

22.8 CollexArt Art Calls require payment for participation either through a CollexArt membership with Art Call submission rights or as a one time or non-member participant. Entry fees are not refundable unless CollexArt is unable to review your submission because of CollexArt technical errors; and

22.9 SubmitArts may have additional Terms of Service as it can be used for Art Calls and events not related to CollexArt.

‍

23. DELETED