Gallery Artist Terms and Conditions

This Agreement sets forth the legally binding terms and conditions for participation in ArtAvant, LLC (“ArtAvant”) as a content creator, by creating and submitting audiovisual content for distribution through the ArtAvant Website.

WHEREAS, a Gallery Artist ("You or Your"), owns, controls or administers the copyright in the Audiovisual Works, as defined below, agree to be bound by the Terms and Conditions of the ArtAvant Website and this Gallery Artist Terms and Conditions Agreement ("Galley Artist Agreement"). This Gallery Artist Agreement sets out the legally binding terms that govern your use of the ArtAvant Website ("Website") in connection with the distribution of Audiovisual Works and information. ArtAvant may modify this Gallery Artist Agreement from time to time and such modifications shall be effective upon posting to the Website. The changes to this ArtAvant Agreement may be made without advance notice to You, and You agree to be bound by any changes if You continue to use the Website after such changes are posted.

OPENING AN ACCOUNT

You must open a Gallery Artist account to be a Gallery Artist on ArtAvant and sell Audiovisual Works through the Website.

After opening a Gallery Artist account on ArtAvant, You then provide information regarding your Gallery Settings and create a Gallery Artist profile which includes your Gallery Artist name, biography, images, and other information and content that you choose to upload and include for public viewing. This information is fully disclosed on the Website. Any member of the public who visits the Website will be able to view the profile information that You have entered.

SUBMISSION OF AUDIOVISUAL WORKS

By submitting Audiovisual Works to ArtAvant, You grant to ArtAvant a worldwide, non-exclusive right to sell, license, sublicense, reproduce, prepare derivative works incorporating, publicly display, market any Audiovisual Works uploaded by You and accepted by ArtAvant in exchange for specified compensation as agreed upon by You and ArtAvant, until such time as this Gallery Artist Agreement is terminated pursuant to its terms. You further grant to ArtAvant a worldwide, non-exclusive right to use the Audiovisual Works You submit and Your name, Gallery Artist name and Audiovisual Works in connection with ArtAvant’s marketing and promotional activities without the payment of any compensation to You.

You grant permission to ArtAvant to add, modify, or remove information related to Your Audiovisual Works in order to manage and license such Audiovisual Works.

You irrevocably waive any moral rights that You would otherwise have under the laws of the State of Virginia, United States Copyright Act or similar laws of any jurisdiction.

ArtAvant has the right to refuse to accept or to remove Audiovisual Works from the Website for any reason. Audiovisual Works will be removed if ArtAvant believes that the Audiovisual Works will subject ArtAvant or any of its officers, managers, directors or employees to legal liability or if the Audiovisuals violate these terms and conditions of use.

CANCELATION OF ACCOUNT

You can close out your Gallery Artist account in the “Account” section of your ArtAvant User Account area. Go to the “Close Account” section in the Account Tab then click on the “Account Removal Form” button and submit your request. You’ll be asked to confirm that you want to close and delete your Gallery Artist account.

Applicable files associated with your Gallery Artist account will need to be retained to facilitate any follow-on actions needed to facilitate any outstanding Orders that include purchases of your Audiovisual Works.

ArtAvant may cancel a Gallery Artist account at any time for any reason. Even after Your account is terminated, Your obligations under this Gallery Artist Agreement will remain in effect.

AGREEMENT TO LICENSE AUDIOVISUAL WORKS TO ARTAVANT            

For any Audiovisual Works you submit for sell, ArtAvant shall have the right, but not the obligation, to license Your Audiovisual Works to its customers for use in accordance with ArtAvant’s Personal Use License and Public Display License programs that govern the Customer's use and restrictions on use of the Audiovisual Works You license. These license terms are deemed incorporated into and made a part of these terms and conditions of use by this reference. Licenses issued by ArtAvant for any Audiovisual Work that is later removed from the Website will remain in full force and effect.

Grant of Rights:

Regarding this License, “Audiovisual Works” will be defined as: Any work, consisting of a series of related images which are intrinsically intended to be shown by the use of machines or devices such as projectors, viewers, or electronic equipment, together with accompanying sounds, if any, regardless of the nature of the material objects, such as films, tapes or files, in which the works are embodied. In addition, Audiovisual Works will be defined to include all parts thereof including, where applicable, any accompanying images and descriptions.

Regarding this License, “Customers” will be defined as purchasers of Audiovisual Works sold on the ArtAvant.com website.

The rights hereby granted shall include:

Grant of Direct License:

a) During the Term hereof, You hereby grant ArtAvant, its successors, agents, employees, licensees and assigns the non-exclusive, irrevocable right, license and privilege throughout the Territory to use and otherwise exploit your Audiovisual Works in the distribution of Audiovisual Works through the ArtAvant Website. You further grant ArtAvant the non-exclusive license to publish and sell throughout the Territory copies of imprint and display of your Audiovisual Works and the right to use the title of your Audiovisual Works. This License constitutes a Direct License of any and all performing rights which may become payable in connection with such permitted uses and as such ArtAvant and its Customers need not make any payments or obtain Performing Rights Organization (“PRO”) licenses in connection therewith.

b) If you have a publisher for your Audiovisual Works or is affiliated with a PRO or any other party associated with the performing rights of your Audiovisual Works, you acknowledge sole responsibility for informing any and all such associations of Your granting of this Direct License, in accordance with the terms governing your relationship with said associations. If you should become affiliated with any publishing association and or PRO subsequent to the execution of this Agreement, then ArtAvant and Customers shall not be required to take any further actions, obtain any clearances or licenses or pay any fees of any kind. Upon ArtAvant’s request, Artist will provide ArtAvant with all documentation evidencing such third party clearances or licenses.

c) Compensation (if any) for Your Audiovisual Works covered in this agreement will be paid directly to You by ArtAvant as described in the Compensation and Payments sections of this agreement. Any payments to any additional parties associated with the performing rights of the Your Audiovisual Works will be Your sole responsibility and ArtAvant and Customers shall have no obligation of any kind to such parties.

d) Artist hereby grants ArtAvant, its successors, agents, employees, licensees assigns and Customers a non-exclusive worldwide right and license to publicly perform for profit, or non-profit, and authorize others to so perform and exhibit Your Audiovisual Works throughout the Territory, by way of all media now known or hereafter devised including, without limitation, video on demand, wireless transmission, interactive and/or computer-assisted media including, without limitation, the Internet, in accordance with ArtAvant’s Personal Use License and Public Display License programs, in perpetuity for the purposes, uses, and performances set forth in this Agreement.

e) You hereby grant ArtAvant, its successors, agents, employees, licensees and assigns the right to advertise, promote and otherwise make use of the Artist Audiovisual Works in association with the distribution of Audiovisual Works in the manner determined in ArtAvant’s sole discretion and as such ArtAvant shall have the right to use any portions or excerpts thereof of Your Audiovisual Works in connection with such advertising, promotion and exploitation of the Website and Your Audiovisual Works (including, without limitation, at public events), in perpetuity in the manner and under the terms described herein.

f) A Personal Use License included with an Audiovisual Work grants Customers a limited, non exclusive, non transferable, license to use that Audiovisual Work for personal, non-public, non-commercial viewing of the Audiovisual Work.

g) A Public Display License included with an Audiovisual Work grants Customers a limited, non exclusive, non transferable, license to use that Audiovisual Work for public performance within commercial establishments and public events as described in paragraph d) above in this section. Performance of a Public Display licensed Audiovisual Work is limited to a single location at a time per Audiovisual Work purchased. A Public Display licensed Audiovisual Work performed concurrently at multiple locations requires an additional purchase of the Audiovisual Work for use in each location. As example of this, a Restaurant with four (4) locations that wants to display a particular Audiovisual Work within each Restaurant location in the same time period requires purchase of four (4) of that particular Audiovisual Work, which can be done in a single payment transaction on the Website. The retransmission of an Audiovisual Work that is sent by any device or process (including, without limitation, Television, Cable, Satellite, the Internet) and received in a different place is not permitted. A retransmission is a transmission of an Audiovisual Work to yet another place.

OWNERSHIP OF AUDIOVISUAL WORKS

The copyrights in and to all Audiovisual Works You submit remain with You as the owner of such copyrights. Nothing contained herein shall be construed to transfer any copyrights to ArtAvant or its sublicenses.

TERRITORY

The Universe

COMPENSATION

As a Gallery Artist, You select from a range of prices reflective of the length of Your Audiovisual Work and the type of licensing applied to the purchase. Every Audiovisual Work for sale on ArtAvant comes with either a Personal Use or Public Display license of use provided to the Customer. Public Display licensed Audiovisual Works are priced higher than Personal Use licensed Audiovisual Works. The resulting price for each Audiovisual Work You sell on ArtAvant is determined by You, on a Work by Work basis, through the pricing parameters You select during the submission process.

You may change the prices for any of Your Audiovisual Works for sell on the Website, at any time, by logging in to Your Gallery Artist account and using the Gallery Revision form in your Artist Dashboard and making the change.

You receive earnings of 35% of the gross price of each sale of Your Audiovisual Work, before any other costs and fees are accounted for.

ArtAvant may offer discounts on purchases on the Website. If a discount reduces the gross price of Your Audiovisual Work, You receive earnings of 35% of the discounted gross price of each sale of Your Audiovisual Work, before any other costs and fees are accounted for.

If Your account is terminated for a breach of the material terms of the Gallery Artist Agreement, in addition to its other rights at law or in equity, ArtAvant shall have the right to retain any earnings and/or other compensation otherwise payable to You hereunder as liquidated damages.

If You are credited compensation in connection with a sale and ArtAvant thereafter issues a refund to the Customer for that sale, ArtAvant shall have the right to deduct payments credited to Your Gallery Artist account.

If ArtAvant makes an overpayment of compensation to You for any reason ArtAvant shall have the right to deduct, within a one-year period from the date of discovery of the overpayment, the amount of such overpayment from Your Gallery Artist account or to demand the immediate repayment of such overpaid compensation.

All claims for adjustments to earnings distributions must be made in writing to ArtAvant within one-year of the date of the distribution seeking to be adjusted. Adjustments to earnings which were or should have been paid more than one-year before notice of the claim is received by ArtAvant will not be considered. ArtAvant will promptly correct the deficiency and prepare timely-requested adjustments without interest where earnings were paid incorrectly.

ArtAvant reserves the right to cancel any order placed on the Website at any time for any reason. When an order is canceled, the Customer will receive a full refund, and the Gallery Artist will not be entitled to any compensation from the sale.

If ArtAvant is named as a party to a lawsuit, ArtAvant may withhold earnings relating to that dispute. Further, ArtAvant will withhold earnings by any Audiovisual Works that are the subject of litigation, upon receipt of a copy of the complaint as filed with the court and a written directive to ArtAvant from the court requiring such withholding. All such earnings is remitted to the Gallery Artists who are determined by final, unappealable decision, or by settlement between the litigants, to be entitled to the funds, upon submission to ArtAvant of a copy of the final court order or settlement documents. In lieu of the withholding of earnings during litigation, ArtAvant will accept a letter of direction, signed by all parties to the lawsuit, to pay the earnings to a third party escrow agent as they become payable.

PAYMENTS

All payments are sent via Paypal. If You do not have a Paypal account, You can not receive payments from ArtAvant.

You can use an existing PayPal account or setup a new one for use with your Gallery Artist account before submitting Works for sell.

You consent to PayPal’s verification requirements, including confirmation of your email and contact information and to receive payouts and associated emails.

For each monthly period with completed sales of your Audiovisual Works, payments of your Earnings for that period are made directly to your PayPal account the following month.

There is no minimum balance required to receive a payment. If Your payment due is greater than $0, the payment will be sent.

You can monitor your Audiovisual Works that have sold, the number of sales and your Earnings by date and calendar periods within the Sales Report section in your Artist Dashboard.

TAXES

You are solely responsible for determining and complying with your tax obligations. ArtAvant does not provide legal, tax, or accounting advice. Consult your tax advisors concerning the application of tax laws to your particular situation.

Sales Tax:

ArtAvant is responsible for calculating, collecting, and remitting sales taxes, including VAT, US state sales tax, GST, or other sales taxes as applicable. Buyers locations are determined at checkout and when appropriate, the proper amount of tax is added to the transaction and included in sales receipts.

Income Tax and 1099-K Reporting:

Income Taxes are solely Your responsibility. Earnings from the sale of your Video Art Works are deposited directly into your PayPal account. Third-party settlement organizations (TPSOs), such as PayPal, are required to report goods and services transactions paid to PayPal account holders that reach a certain threshold of payment received in annual gross sales on 1099-K forms.

Form 1099-K is an IRS informational tax form used to report payments received by a business or individual for the sale of goods and services that were paid via a third-party network, often referred to as a TPSO or credit/debit card transaction. The IRS requires TPSOs, such as PayPal, to issue a Form 1099-K, which shows the total amount of payments received from a TPSO in the calendar year.

The Internal Revenue Service (IRS) defines and sets the payment threshold for 1099-K tax reporting. If you meet the IRS threshold in a given calendar year, PayPal will send you a Form 1099-K.

PayPal account holders that reach the payment threshold in a tax reporting period will be asked to provide tax information like an Employer Identification Number (EIN), Individual Tax ID Number (ITIN), or Social Security Number (SSN).

COPYRIGHT INFRINGEMENT CLAIMS

While ArtAvant takes commercially reasonable steps to ensure that the rights of its Gallery Artists are not violated, ArtAvant has no obligation to pursue legal action against any alleged infringer of any of Your rights in and to any Audiovisual Works and all parts thereof. You hereby grant ArtAvant the right and authority to take such steps as ArtAvant deems commercially reasonable to protect ArtAvant's rights in the Audiovisual Works and all parts thereof. Information on registering your work for copyright protection can be found at https://www.copyright.gov/.

REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

a) You have the full right, power and authority to enter into this Gallery Artist Agreement and to fully perform all of Your obligations hereunder;

b) You are under no legal disability or contractual restriction that prevents You from entering into this Gallery Artist Agreement;

c) The Audiovisual Works and all parts thereof are owned and/or controlled by You, unencumbered original works and are capable of copyright protection in all countries where copyright or similar protection is available;

d) If the Audiovisual Works contain any human likeness from which an individual may be identified, You own or have acquired all rights to use such human likenesses;

e) If the Audiovisual Works contain third-party trademarks including design marks, the inclusion of the trademarks is pursuant to license or written consent or qualifies as a lawful use under U.S. intellectual property laws;

f) The Audiovisual Works are neither obscene nor defamatory and do not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity;

g) There is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Audiovisual Works and all parts thereof which might in any way impair the rights granted by You hereunder.

CONTENT POSTED TO WEBSITE

You are solely responsible for the Content that You upload or post to the Website or any material or information that you transmit to Website users.

By posting any Content to the public areas of the Website, You hereby grant to ArtAvant the non-exclusive, fully paid, worldwide license to use, publicly perform, and display such Content on the Website for purposes of sale and license. You also grant ArtAvant the right to use and display Your Content in marketing initiatives, including without limitation, online advertisements, online videos, online newsletters, printed marketing materials, and TV commercials for the purpose of promoting ArtAvant.

You represent and warrant that: (i) You own the Content posted by You on the Website or otherwise have the right to transfer rights in the Content, and (ii) Your Content does not violate the privacy rights, publicity rights, copyright rights, or other intellectual property rights of any person. You agree to pay for all royalties and fees owing any person by reason of any Content you post on the Website.

You understand and agree that ArtAvant may review and delete any Content, message or profile that in the sole judgment of ArtAvant violates this Gallery Artist Agreement or which may be offensive, illegal, or violate the rights, harm, or threaten the safety of any user of the Website or any third-party.

ArtAvant reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Website and terminating the account of such violators. Prohibited Content includes Content that: (i) is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (ii) harasses or advocates harassment of another person; (iii) involves the transmission of unsolicited mass mailing or spamming ; (iv) promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (v) promotes an illegal or unauthorized copy of another person's copyrighted work; (vi) contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); (vii) provides material that is sexual in nature; (viii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (ix) solicits passwords or personal identifying information for commercial or unlawful purposes from other users; or (x) is irrelevant to audiovisual distribution business and the stated purpose of this Website.

You agree to use the Website in a manner consistent with any and all applicable laws and regulations.

REPEAT INFRINGERS

ArtAvant requires all users to comply with copyright and other intellectual property laws. You may not publish or make available any user material that constitutes an infringement of third party intellectual property rights, including rights granted by U.S. copyright law. You represent and warrant that you have all rights necessary to publish and distribute any user material that you make available through ArtAvant.com.

If you are found to have violated copyright law in any way, ArtAvant reserves the right to terminate your access to the site.   Repeat Infringers of copyright law will be banned from ArtAvant as required by copyright law 17 U.S.C. 512(i)(1)(A).

INDEMNIFICATION

You agree to indemnify and hold ArtAvant its successors, agents, employees, licensees, assigns and Customers harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations under the Gallery Artist Agreement. You acknowledge and agree that any breach or anticipatory breach by You of this Gallery Artist Agreement will cause ArtAvant irreparable harm such that money damages alone will be inadequate, and therefore, that ArtAvant and its successors, assigns and licensees will be entitled to injunctive or equitable relief (without obligation of posting bond or surety or establishing harm) in addition to all other remedies available at law or in equity, in any court of competent jurisdiction.  You shall reimburse ArtAvant upon demand for any payment made by ArtAvant at any time with respect to such losses, damages, liabilities, attorneys’ fees and costs, actions, suits or other claims to which the foregoing indemnity applies. If copyright ownership or publishing ownership is reassigned the terms of this Gallery Artist Agreement remain in force.

LIMITATION OF LIABILITY

IN NO EVENT WILL ARTAVANT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT ARTAVANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ArtAvant shall have no liability for any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to ArtAvant's infrastructure or connectivity to the telecommunications providers or Internet, or failure of any third party distribution partner, (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, ArtAvant will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.

Certain laws do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to You.

PROPRIETARY RIGHTS IN CONTENT ON ARTAVANT

ArtAvant owns and retains all proprietary rights in the original elements of the Website, including its selection and arrangement of Content. The Website contains copyrighted material, trademarks, and other proprietary information of ArtAvant and its licensors. Except for that information which is in the public domain or for which You have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.

MISCELLANEOUS

The relationship of ArtAvant and the Gallery Artist is that of independent contractors.

The Gallery Artist Agreement contains the entire understanding of the parties with respect to the subject matter covered herein and supersedes any prior agreements with respect to such subject matter.

The validity, interpretation and enforcement of the Gallery Artist Agreement, matters arising out of or related to the Gallery Artist Agreement or its making, performance or breach, and related matters shall be governed by the internal laws of the State of Virginia (without reference to choice of law doctrine).

BY SUBMITTING ANY AUDIOVISUAL WORKS TO ARTAVANT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND THE TERMS AND CONDITIONS OF THE ARTAVANT  PRIVACY STATEMENT (WHICH BY THIS REFERENCE IS DEEMED INCORPORATED HEREIN), WITH THE SAME FORCE AND EFFECT AS IF YOU SIGNED SUCH DOCUMENTS BY HAND.

ADDITIONAL PROVISIONS

These Terms and Conditions set forth the entire understanding and agreement of the parties as to this subject matter and supersedes all prior proposals, discussions or agreements with respect to such subject matter. If any provision of this Agreement is found to be invalid, such provision will be severed to the minimum extent necessary for the remaining provisions to be enforceable.  The use of the singular or plural form shall include the other and the use of the masculine, feminine or neuter gender shall include the other genders.

Effective February 1, 2024