MyOther STUDIO is a service provided by SantoSanto.Net Website Services, which is owned and operated by Vincent F.D. Santomero. SantoSanto.Net Website Service’s core business is the design, development, hosting and maintenance of personal websites. MyOther STUDIO is an added service that contributes to the goals and mission of SantoSanto.Net Website Services. The Terms of Service pertain only to myOtherSTUDIO.com services offered by SantoSanto.Net Website Services.
This document sets forth the legally binding terms and conditions for your use of myOtherSTUDIO.com. By using myOtherSTUDIO.com you agree to be bound by these Terms of Service, whether you are a visitor; herein referred to as Patron, or an artist; herein referred to as Member (which means you have registered and maintain an Internet studio on myOther Studio.com). You are only authorized to use myOtherSTUDIO.com if you agree to abide by this Terms of Service and applicable laws. Please read the Terms of Service carefully. If you do not agree with the Terms of Service, you must leave myOtherSTUDIO.com immediately after you review the Terms of Service; and you are prohibited to access or otherwise use the website or services.
WHEREAS, the Member desires to retain SantoSanto.Net Website Services, herein referred to as Service Provider, to establish and maintain a virtual studio, for the purpose of displaying the Member’s artwork images and its reference text content, as it exists on the website myOtherStudio.com and agrees to do so under the terms and conditions of this Service Agreement.
WHEREAS, the Service Provider desires to establish and maintain a virtual studio, for the purpose of displaying the Member’s artwork images and its reference text content, as it exists on the website myOtherStudio.com and agrees to do so under the terms and conditions of this Service Agreement.
NOW, THEREFORE, for goods and valuable consideration, a Service Provider and Member, as well as other third parties, agree to the following terms and conditions:
The Service Provider shall provide the services and products are represented on myOtherSTUDIO.com to Members and Patrons. The Service Provider shall maintain a photo display website that offers album type studios. Artwork shall be categories by type and medium, as well as by artist name. Access to your virtual studio is only through the URL “myOtherStudio.com. The website shall be promoted by the Service Provider as an art gallery and artist studio website over various popular search engines, such as Google, Yahoo, and Bing. Service Provider does not sell art or represent artists. The Service Provider shall provide artist studio maintenance for a fee.
The Member certifies that he or she is at least 18 years of age. Service Provider and Member each hereby represent and warrant that the execution, delivery and performance of the “Artist Membership Application” has been duly authorized, and that the acceptance of the application and the establishment of a virtual studio on myOtherStudio.com is a legal, valid and binding agreement between Service Provider and Member, enforceable in accordance with in these Terms of Service.
The total contract price for the myOtherStudio.com services shall be as set forth on the myOtherStudio.com website. The establishment of a virtual studio creation and installation of artwork shall be performed after the required fees have been paid. The maintenance of a virtual studio artwork shall be performed after the required fees have been paid. Fees are paid for the installation and maintenance of a virtual studio. Fees are for time and material only and no monthly use fee is charged for continued service.
Artist must be 18 year or older. Artist must submit only their original art. No artwork reproductions are to be submitted. The living artist that created the art or their legal agent must submit Artwork(s). Artist must submit all materials and information required by the Artwork Review Board of myOtherStudio.com. Only artwork submissions accepted by the Artwork Review Board shall be installed. Artist shall accept the decision of the myOther STUDIO.com Artwork Review Board as final. Members are required to renew their membership every 12 months from the day they were accepted as a member. The memebership renewal process shall be as set forth on the myOtherStudio.com website.
Service Provider reserves the right to change or modify the terms and conditions of the Terms of Service at any time, with such changes or modifications becoming effective immediately upon posting on the myOtherSTUDIO.com website. Check the website frequently to determine any recent changes. You agree that all agreements, notices, disclosures and other communications that Service Provider provides to you electronically, fully satisfy the legal requirements that any form of written communications may contain.
MyOtherStudio.com provides hyperlinks to Member’s personal websites and to other third party content that the Service Provider does not control or endorse. The links and access to these websites and pages are for your convenience only. Visits to these websites and pages are at your own risk. Service Provider is not responsible for any content, material, associated links, resources, or services associated with Member’s personal websites or third party content where parties other than Service Provider provide content. Service Provider will not be liable for any loss or damage of any kind connected with your use of any websites where the content, including those websites or pages that may have “myOtherSTUDIO” in their URL’s but are in fact controlled by independent Members, is not provided by Service Provider.
Service Provider makes no representations, including that the website, any content or materials, service or feature, is error-free or uninterrupted, or that any defects will be corrected, or that your use of the website will provide specific results, or that materials you download will be free of viruses or contamination or destructive features.
Service Provider disclaims all warranties of any kind, expressed or implied, as to the operation of this website or the information, content, materials, services, or products included on this website, including but no limited to, any warranties of accuracy, non-infringement, merchantability, and fitness for a particular purpose.
Service Provider disclaims any and all liability for the acts, omissions, and conduct of third parties, including Members, in connection with or related to your use of the website and myOther STUDIO services. The website and its materials are delivered on an AS-IS and AS-AVAIABLE basis. You expressly agree that you assume total responsibility for the use of this website and/or MyOther STUDIO services. Your sole remedy against Service Provider for dissatisfaction with the website or any of its content and materials is to immediately stop using the website or any such content and/or materials.
Service Provider does not warrant that the functions of the website will meet the client's expectations of site traffic or resulting business. In no event will Service Provider be liable to the Member or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the website myOtherSTUDIO.com, even if Service Provider has been advised of the possibility of such damages.
Service Provider represents and warrants that the website shall be compatible with standard computer hardware and software. The website may not be compatible with cell phones and tables.
Service Provider shall indemnify Member and any of its officers, directors, employees or agents against claims, liabilities, costs, damages, fees and expenses (including reasonable attorney fees) arising for any breach or alleged breach of warranty under the Service Agreement or any claim or suit alleging infringement by Website, Background Technology or Deliverables of any patent, copyright, trade secret or trademark rights or any other rights of any third party. Members or Patrons shall promptly notify Service Provider in writing of any third party claim or suit and Service Provider shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Member may participant at its own expense in the defense of any such action at its sole discretion.
Member shall indemnify Service Provider and any of its officers, directors, employees or agents against claims, liabilities, costs, damages, fees and expenses (including reasonable attorney fees) arising for any action based upon any content on the website that is solely provided by Member.
In the event of a dispute between a Member and a buyer, Service Provider may be asked by both the Member and the buyer to mediate the dispute, however, Service Provider is not obligated to mediate the dispute and has the sole discretion to determine whether to mediate.
For purposes of this Service Agreement, the term “Confidential Information” means all information that is not generally known by the public and that: (i) is obtained by Service Provider from Member, or that is learned, discovered, developed, conceived, originated, or prepared by the Service Provider during the process of performing this Service Agreement, and (ii) relates directly to the business or assets of Member. The term “Confidential Information” shall include, but shall not be limited to: inventories, trade secrets, and know-how; computer software code, designs, routines, algorithms, and structures; product information, research and development information; research and development information; lists of clients and other information relating thereto; financial data and information; business plans and processes; and any other information of Member that Member informs Service Provideror that Service Provider should know by virtue of its position, is to be kept confidential.
During the term of this Service Agreement, and at all times thereafter, Service Provider agrees that he will not disclose to others, use for his own benefit or for the benefit of any other Member, or otherwise appropriate or copy, any Confidential Information, whether or not development by Service Provider, except as required in the performance of its obligations to Member hereunder. The obligations of Service Provider under this paragraph shall not apply to any information that becomes public knowledge through no fault of the Service Provider.
This Service Agreement commences on the date the “Artist Membership Application” was accepted by the Artwork Review Board. Upon acceptance the Service Agreement shall be executed and shall continue until one or both parties terminates the service.
Member may terminate this Service Agreement at its sole election upon thirty (30) days prior written notice to Service Provider. At such time, Service Provider shall uninstall Member’s studio content from the website.
strong>Service Provider may terminate this Service Agreement at its sole election or because of Member default, after a thirty (30) day written notice to Member and a reasonable opportunity to cure. Service Provider shall uninstall Member’s studio content from the website.
Neither part may assign or subcontract its rights or obligations under this Service Agreement without the prior written consent of the other party, which shall no be unreasonably withheld.
The Member may not transfer this agreement without the written consent of Service Provider. This Service Agreement constitutes the entire understanding of the parties.
Service Provider shall install all HTML files, Cascading Style Sheet files, images, graphics and videos on SantoSanto.Net server. Service Provider shall use his best good faith effort to assure that Website files are kept secure and functional. SantoSanto.Net uses subcontracted server hardware to host and maintain websites. The Service Provider best good faith effort to ensure that proper amount of server resources is available for myOtherStudio.com website at all times.
The Member represents to Service Provider and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Service Provider for inclusion in website are owned by the Member, or that the Member has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Service Provider from any claim or suit arising from the use of such elements furnished by the Member. Copyright to the assembled work of the website produced by Service Provider is owned by Service Provider.
The Member may only use SantoSanto.Net's server for lawful purpose. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials.
Service Provider shall not be liable for any taxes or other fees to be paid in accordance with or related to sales made from the Members using SantoSanto.Net's server. The Customer agrees to take full responsibility for all taxes and fees of any nature associated with such products, such as artwork, sold by the Member.
All computer code, Website design, text, images, graphics, photographs, illustrations, artwork, logos, and other copyrightable elements, and the selection, collection, assembly, compilation, and arrangement thereof, and trademarks, service marks, and trade names, (collectively referred to as the "Web Content"), are the property of Members or of Service Provider, its officers, assigns, licensors or other respective owners and are protected without limitation pursuant to United States and foreign copyright, trademark, patent, intellectual property, and other laws.
The Website including its Web Content, may only be used as permitted by Service Provider; all other uses, including copying, reproduction, uploading, posting, encoding, translating, modification, creation of derivative works, transmission to another computer, server or website or other medium for publication, republication, or distribution, performance, display, sale, rental, lease, or storage in any network system of the Web Content on this Website is strictly prohibited. Removal of any digital watermark, proprietary notices, or accompanying text that may be included on or with the image is prohibited. The Website, including its Web Content, may not be sold, resold, or used for any commercial use.
Members warrant and represent that they are the artists and authors of the artwork displayed on their website or that they have express written permission from the owners of the copyright to the artwork to display the work. Service Provider does not verify the ownership and licensing of the artists’ artworks and does not warrant and represent that works displayed on the Website. You agree that you and/or those under your control for any misrepresentation or copyright violation by Members will not hold Service Provider liable.
Conflicts in regards to intellectual property rights shall result in a swift removal of all Web Content that is identified as being infringed upon. The Web Content shall not be restored until the intellectual property conflict has been fully resolved. Written proof of the conflicts resolution shall be provided to Service Provider before removed Web Content is restored to the website.
Parties that believe their artwork has been copied in a way that constitutes copyright infringement or are aware of any infringing Web Content placed by any third party on the Website, please contact myOtherStudio.com immediately.
To make an intellectual property claim the following information shall be submitted in writing:
Provide your full name, address, telephone number, e-mail address and physical signature.
The identity of the Web Content or other intellectual property that you claim has been infringed upon. Please provide the artwork’s title and artist’s name.
Provide a detailed statement describing in good faith your allegation of infringement.
Include at the bottom of your statement a declaration, under penalty of perjury, that the information provided is accurate, and that you are the owner of the copyright Web Content involved or that you are authorized to act on behalf of that owner.
This Service Agreement together with all exhibits, appendices or other attachments, is the sole and entire Service Agreement between the parties relating to the subject matter hereof. This Service Agreement supersedes all prior understanding, agreements and documentation relating to such subject matter. In the event of a conflict between the provisions of the main body of this Service Agreement and any attached exhibits, appendices or other materials, this Service Agreement shall take precedence.
Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
The parties acknowledge that Service Provider shall perform his obligations hereunder as an independent contractor. The manner and method of performing such obligations will be under Service Provider’s sole control and discretion. Service Provider’s sole interest is in the result of such services. It is also expressly understood that Service Provider’s employees and agents, if any, are not Member’s employees or agents, and have no authority to bind Member by contract or otherwise. Member shall make no deduction from any payments due Service Provider hereunder for federal and state tax purposes.
Except where prohibited by law, in no event will Service Provider be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Service Provider has been advised of the possibility of such damages. If, notwithstanding the other provisions of this Terms of Service, Service Provider is found to be liable to you for any damage or loss, which arises out of or in, anyway connected with your use of the Website or any Web Content, Service Provider’s liability shall in no event exceed $40. Some jurisdictions do not allow limitations of liability so the foregoing limitation may not apply to you.
In the event your jurisdictions do not allow limitations of liability, any controversy concerning or relating to this Service Agreement or the performance of this agreement, the prevailing party shall be entitled to recover its reasonable expenses (including reasonable attorney’s fees) incurred in resolving such controversy, in addition to any other relief that may be available.
The laws of the State of California will govern this Service Agreement. Any litigation or arbitration requiring this Service Agreement shall be brought exclusively in Los Angeles, California.
If any provision of this Service Agreement is held invalid, void or unenforceable under any applicable statue or rule of law, it shall to that extent be deemed omitted, and the balance of this Service Agreement shall be enforceable in accordance with the terms.
Time is of the essence in the performance of the covenants of the parties hereunder, including without limitation delivery covenants to be performed by the Service Provider.
If either party hereto (a) shall be adjudicated a bankrupt or an order appointing a receiver of it or of the major part of its property shall be made, or an order shall be made approving a petition or answer seeking its reorganization under any application bankruptcy law, and in any such case shall not be stayed within 10 days or (b) shall institute proceedings for a voluntary bankruptcy or apply for or consent to the appointment of a receiver of itself or its property, or shall make an assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due, for the purpose of seeking a reorganization under the federal bankruptcy laws or otherwise, then in any one or more of such events listed in (a) or (b) above, the other party may terminate this agreement by giving at least 10 days prior notice.
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