Unframed Photo Terms of Service

Last updated Date: June, 14, 2016

Unframed Photo LTD. (“UnFramed“, “we” or “our“) provides a service for selling and purchasing original Fine Art Photography through our website www.unframedphoto.com (the “site“). Please read carefully the following terms and conditions (“terms“) and our Privacy Policy, which may be found here. These Terms govern your access to and use of the Site and Services, and constitute a binding legal agreement between you and Unframed.

You acknowledge and agree that, by accessing or using the site or services or by selling or purchasing a work on or through the site or services or by posting any content on the site, you are indicating that you have read, understand and agree to be bound by these terms, whether or not you have registered with the site. If you do not agree to these terms, then you have no right to access or use the site or services. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Modification

Unframed reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date”. By continuing to access or use the Site or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services.

Account Registration

In order to list a work on the Site you must first create an account (“account“) by completing our photographer (“photographer“) registration process. In case you want to earn affiliates (“affiliate“) commissions out of sales made by photographers you must first create an account by completing our affiliate registration process. During the registration process you will be required to provide certain information and you will establish a username and a password.

Photographer registrations must be approved by the site administrator, while affiliates registrations do no need to be approved and are fully operative upon completion of our registration process.

You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Unframed reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify Unframed of any unauthorized use of your Account.

Photographer Terms and Conditions

Listing Works on the site

As a photographer you may submit Fine Art Photography that you have created. You may not submit works that were created by another artist. By default, Photographers are not allowed to publish products without the review of the site administration. However, it’s intended that, once photographers have fully understood how works must be submitted, administration preview will not be needed. Guidelines for artwork submission can be found at the Tutorials Section. Photographers are allowed to remove any artwork from their listings in case they don’t want to sell it anymore.

Responsibility for Works

You acknowledge and agree that you are soley responsible for all the Photographic works that you made available through the site. You also acknowledge that you were the creator of all your submitted works and the exclusive owner.

Online Sales

If you submit listings for original Fine Art Photography, you hereby appoint Unframed as an independent non-exclusive reseller with the right to resell such original Fine Art Photography through the site.

You acknowledge and agree that your sole compensation will be in the form of a Photographer Revenue Share, which is payable ony upon the sale of an original print via the online sales channel.

As between the photographer and Unframed, Unframed will be deemed the seller of any Fine Art Photography print that are purchased via online sales channels. If a print is sold via a third party website, the terms and conditions of the third party webiste will apply to the purchase.

Unframed will be responsible for collecting billing and shipping information from the purchaser. unframed will provide you with the name and address of the purchaser and you will be responsible for shipping the purchased Fine Art Photography print directly to the purchaser. You agree to ship the purchased print to the purchaser within seven days following the date of purchase. If you do not ship the purchased print to the purchaser prior to the expiration of the seven days, then the sale may be cancelled.

For sales of Fine Art Photography prints via the online sales channel, Unframed will credit your account in an amount that will correspond to the 70% of the total value of the sale, before taxes.

You will have the right to request Unframed to remit the Photographer revenue share in your account in accordance with Unframed designated payment schedule. Upon the termination of these Terms or cancellation of your account, Unframed will remit to you the remaining balance of Photographer revenue shares in your account, if any.

If you remove a listing for Fine Art Photography from the site, the license rights granted by you to Unframed to sell prints will terminate as of the date the listing is removed, except that such license rights will survive and remain in effect for as long as necessary for Unframed to fulfill any in-progress orders.

Affiliate Terms and Conditions

Affiliate obligations

To begin the enrollment process, you will complete and submit the online application at the Unframed registration form. The fact that Unframed auto-approves applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our affiliate program, including if it:

Promotes sexually explicit materials.
Promotes violence.
Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
Promotes illegal activities.
Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
Includes “Unframed” or variations or misspellings thereof in its domain name.
Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Unframedphoto.com or any other affiliated business.

As a member of Unframedphoto Affiliate Program, you will have access to Affiliate Dashboard. Here you will be able to review our Program’s details, download HTML code (that provides for links to web pages within the unframedphoto.com web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

The maintenance and the updating of your site will be your responsibility.

It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

Unframed obligations

We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the unframedphoto.com Affiliate Program.

Unframedphoto.com reserves the right to terminate this Agreement and your participation in the unframedphoto.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the unframedphoto.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, unframedphoto.com shall not be liable to you for any commissions for such fraudulent sales.

This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

Purchaser terms and conditions

Purchases of printed Fine Art Photography

As a customer, you may purchase Printed Works that are listed by Photographers on the Site. rices for Printed Works will be as specified on the applicable listing, unless the site administator has determined to hide them to unregistered customers. ou acknowledge that prices do not include shipping and handling charges or applicable Taxes , if any, for which you are responsible and that will be separately identified on your receipt. When you purchase Printed Works through the Site and Services, Unframed and its third party service providers will collect your billing and shipping information and process your payment. Shipment of the Printed Works directly to you is the sole responsibility of the photographers.

Order cancellations

Unframed reserves the right to cancel any order for an Original Work of Art or Printed Work placed via the Site if Unframed determines, in its sole discretion, that the item is mispriced, out of stock, discontinued, or otherwise unavailable at the price listed via the Site. If Unframed cancels an order placed via the Site, Unframed will send you an email confirmation of such cancellation and you will not be charged for your order.

Terms for both Photographers and Purchasers

Transaction Restrictions

If you are a photographer and have submitted a listing for a Fine Art Photography print and have been contacted through the Site by another user with respect to purchasing either of the foregoing, you may not sell such print to such user independent of the Site. Similarly, if you are a user and desire to purchase a Fine Art Photography print for which a photographer has submitted a listing, you may not purchase such print from such photographer independent of the Site and Services.

Taxes

All prices, commissions, fees and other amounts referred to in these Terms, including any prices, commissions and fees set forth on the Site, are stated in Euro and do not include any sales, use, value added (“VAT“), goods and services (“GST“) or similar taxes or withholding taxes or any customs, duties or tariffs that may be assessed by any governmental tax authority or that are otherwise payable under applicable law with respect to the purchase, sale and licensing transactions contemplated hereunder (collectively, “Taxes“). If you are a photographer of Fine Art Photography, you acknoledge that Unframed will ask you information about the VAT taxes applicabe in yout country.

Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and unframedphoto.com’s Affiliate Program rules. All the modifications in our affiliate program will be discused to unframedphoto photographers, before they may be applied. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Unframedphoto.com’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

Payment

Unframedphoto.com uses a third party to handle all of the tracking and payment. The third party is the Yith Woocommerce Themes. Payments will be made periodically once per month via Paypal. Please visit Yith Woocommerce Themes for further information about this affiliate program.

Promotion Restrictions

You are free to promote your own web sites, but naturally any promotion that mentions unframedphoto.com could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by unframedphoto.com. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email. You may use mailings to customers to promote unframedphoto.com so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings.

Grant of Licenses

We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose.

Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light.

Disclaimer

Unframed makes no express or implied representations or warranties regarding Unframed service and web site or the products or services provided therein, any implied warranties of Unframed ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded. in addition, we make no representation that the operation of our site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

Representations and Warranties

You represent and warrant that:

1.- This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

2.- You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

3.- You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

Limitations of Liability

We will not be liable to you with respect to any subject matter of this agreement under any contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this agreement, in no event shall unframedphoto.com’s cumulative liability to you arising out of or related to this agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission fees paid to you under this agreement.

Indemnification

You hereby agree to indemnify and hold harmless unframedphoto.com, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

Miscellaneous

You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and unframed.com. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

This Agreement shall be governed by and interpreted in accordance with the laws of the United Kingdom without regard to the conflicts of laws and principles thereof.

You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

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