of the website at www.ugallery.com (the
“Site”)operated by Ugallery, LLC (“Ugallery” or “we” or “us”). By using the Site, you (“you” or the “Member”)
agree to these terms and conditions. If
you do not agree to the terms and conditions of this Agreement, you should
immediately cease all usage of the Site. We reserve the right, at any time, to
modify, alter, or update the terms and conditions of this agreement without
prior notice. Modifications shall become
effective immediately upon being posted at the Site.
Your continued use of the Site after
amendments are posted constitutes an acknowledgement and acceptance of the Agreement
and its modifications. Except as provided in this paragraph, this Agreement may
not be amended.
Description of Service
Ugallery is providing Member with
access to buy and sell artwork. Each Member must provide (1) all equipment
necessary for his or her own Internet connection and (2) provide for Member’s
access to the Internet, and (3) pay any fees related to such connection.
Disclaimer of Warranties.
The Site is provided Ugallery on
an “as is” and on an “as available” basis. To the fullest extent permitted by applicable law, Ugallery makes no
representations or warranties of any kind, express or implied, regarding the
use or the results of the Site in terms of its correctness, accuracy,
reliability, or otherwise. Ugallery shall have no liability for any interruptions
in the use of the Site. Ugallery
disclaims all warranties with regard to the information provided, including the
implied warranties of merchantability and fitness for a particular purpose, and
non-infringement. Some jurisdictions do
not allow the exclusion of implied warranties; therefore, the above-referenced exclusion
may be inapplicable.
Limitation of Liability
UGALLERY SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN
PARTICULAR UGALLERY SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF
REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE SITE OR THE
INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT,
NEGLIGENCE, TORT, UNTER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF UGALLERY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT
ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES; THEREFORE SOME OF THE ABOVE LIMITATIONS MAY BE INAPPLICABLE.
Member agrees to indemnify and hold Ugallery, its parents,
subsidiaries, affiliates, officers and employees, harmless from any claim or
demand, including attorneys’ fees and costs, made by any third party due to or
arising out of Member’s use of the Site, the violation of this Agreement, or violation
of any law by Member.
Modifications and Interruption to Site
Ugallery reserves the right to modify or discontinue the Site
with or without notice to the Member.
Ugallery shall not be liable to Member or any third party should Ugallery
exercise its right to modify or discontinue the Site. Member acknowledges and
accepts that Ugallery does not guarantee continuous, uninterrupted or secure
access to the Site, and operation of the Site may be interfered with or
adversely affected by numerous factors or circumstances outside of Ugallery’s control.
Disclaimer Regarding Accuracy of Vendor Information
Specifications about and other information regarding artwork
for sale on the Site have been provided by individual sellers and is not
verified by Ugallery. While Ugallery
makes every effort to ensure that the information on the Site is accurate, we
can make no representations or warranties as to the accuracy or reliability of
any information provided on the Site.
Ugallery makes no warranties or representations whatsoever
with regard to any product provided or offered by any seller, and you
acknowledge that any reliance on representations and warranties provided by any
Vendor shall be at your own risk.
Information for Customers
Purchases of items from the Site are governed by the terms
set forth in the Ugallery Customer FAQ at
Unless otherwise stated, all prices on the Site are in U.S.
Dollars. Customers (that is, purchasers
of items from the Site) are responsible for paying all fees and applicable
taxes in a timely manner with a valid payment method. If a Customer’s payment method fails, Ugallery
may collect fees owed using other collection mechanisms.
Governing Jurisdiction of the Courts of Arizona
The site is operated and provided in the State of Arizona.
As such, we are subject to the laws of the State of Arizona,
and such laws will govern this Agreement, without giving effect to any choice
of law rules. We make no representation
that the Site or other services are appropriate, legal or available for use in
other locations. Accordingly, if you choose
to access the Site you agree to do so subject to the internal laws of the State of Arizona.
Compliance with Laws.
Member assumes all knowledge of applicable law and is responsible
for compliance with any such laws. Member
may not use the Site in any way that violates applicable state, federal, or
international laws, regulations or other government requirements. Member further
agrees not to transmit any material that encourages conduct that could constitute
a criminal offense, give rise to civil liability or otherwise violate any
applicable local, state, national, or international law or regulation.
Copyright and Trademark Information
By submitting to Ugallery any images of artwork for sale on
the Site (“Images”), you warrant and represent that you own all rights,
including but not limited to all U.S. copyright rights, in and to
the Images. You grant to Ugallery the
worldwide, perpetual, irrevocable, royalty-free, sublicensable right and
license to reproduce and prepare derivative works of the Images for the purpose
of advertising the Images for sale on the Site.
To the extent that you do not own all rights in and to the Images or that
Ugallery’s use of any of the Images as permitted under this Agreement infringes
or otherwise violates the rights of any third party, you agree to indemnify and
hold Ugallery harmless from any claims or demands, including attorneys’ fees
and costs, incurred by Ugallery with respect thereto.
All images on the Site are either owned or licensed by
Ugalleryand may not be reproduced or used in any manner without the express
written permission of Ugallery and, if appropriate, the relevant artist. Copyright
© 2006 Ugallery, LLC. All rights
reserved. All physical artwork is owned
solely by the individual artists represented here and are subject to
United States and International copyright laws.
UGALLERY, the UGALLERY logo UGALLERY THE LAUNCHPAD FOR
EMERGING ARTISTS are trademarks owned by Ugallery andmay not be used without
prior written permission of Ugallery.
Notification of Claimed Copyright Infringement
If you believe that any works on the Site infringe your copyright
rights, please provide Ugallery’s copyright agent with information as required
by Section 512(c) of the U.S. Copyright Act.
Ugallery’s Copyright Agent for notice of claims of copyright
infringement on its site can be reached as follows:
Douglas M. Isenberg, Esq.
The GigaLaw Firm
5 Concourse Parkway
Atlanta, Georgia 30328
Ugallery retains the right, at our sole discretion, to
terminate any accounts involved with botnets and related activities. If any
hostnames are used as command and control points for botnets, Ugallery reserves
the right to direct the involved hostnames to a honeypot, loopback address,
logging facility, or any other destination at Ugallery’s discretion.
If any provision of this Agreement shall be unlawful, void
or unenforceable for any reason, the other provisions (and any
partially-enforceable provision) shall not be affected thereby and shall remain
valid and enforceable to the maximum possible extent.
You agree that this Agreement and any other
agreements referenced herein may be assigned by Ugallery in its sole
discretion, to a third party in the event of a merger or acquisition.
This Agreement shall apply in addition to,
and shall not be superseded by, any other written agreement between us in
relation to your participation as a Member.
Member agrees that by accepting this Agreement, Member is consenting to
the use and disclosure of his or her personally identifiable information and
other practices described in the Ugallery Privacy Statement.