APOSTROPHE GALLERY TERMS OF SERVICE 

Last Updated December 13, 2022 

Apostrophe Gallery Inc., (“Apostrophe,” “we” or “our”) provides a service for viewing, selling and purchasing original works of art and commercially utilizing digital images of works of art through our website, accessible at www.apostrophegallery.com (the “Website”) or mobile application (the “Mobile Application”) together with any services, software, tools, features or functionality made available by Apostrophe (each, a “Service” and collectively, the “Services”).

Please read carefully the following terms and conditions (“Terms”, “Terms and Conditions,” or “Terms of Service”) and our Privacy Policy, which may be found at https://www.apostrophegallery.com/policies/privacy-policy (the “Privacy Policy”). These Terms, the Privacy Policy, and any other policies linked to herein, govern your access to and use of the Services, and constitute a binding legal agreement between you and Apostrophe Gallery Inc..

The terms and conditions set forth here are the agreement (the “Agreement”) between you (the “Artist” or “Gallery” either of which may be referred to herein as the “Seller” or “Member”) and Apostrophe Gallery Inc., a Delaware Corporation, (“Apostrophe”). Seller and Apostrophe may each be referred to herein as a “Party” or collectively as the “Parties.” By checking the box, you agree to be bound by the terms and conditions of this Agreement.

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS INCLUDE AN AGREEMENT TO ARBITRATE, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF THE SERVICES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT. IF YOU WANT TO OPT-OUT OF THE AGREEMENT TO ARBITRATE, YOU MAY DO SO PROVIDED YOU FOLLOW THE PROCEDURES SET FORTH BELOW IN THE SECTION ENTITLED “AGREEMENT TO ARBITRATE”. THE DISPUTE RESOLUTION SECTION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A PROPOSED CLASS. THESE TERMS ALSO INCLUDE A WAIVER OF YOUR RIGHTS TO A TRIAL BY JURY IRRESPECTIVE OF WHETHER YOU AGREE TO ARBITRATE YOUR CLAIMS.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SERVICES OR BY SELLING OR PURCHASING A WORK ON OR THROUGH THE SERVICES OR BY POSTING ANY CONTENT ON THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS AND THE PRIVACY POLICY, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE 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.

Modifications to these Terms

Apostrophe reserves the right, at its sole discretion, to modify, discontinue or terminate the 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 Services or provide you with notice of the modification. We will also update the “Last Updated Date”. By continuing to access or use the Services after we have posted a modification on the Services 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 Services. We encourage you to check back regularly to review these Terms.

Modifications to the Services

We reserve the right to change the URL, modify or discontinue, and restrict or block access to, the Services without notice to you. We may modify or remove any Original Works of Art (as defined below), Digital Works (as defined below), Apostrophe Content (as defined below) or Member Content (as defined below) from the Services at any time without notice to you, including the removal of any works of art or content that we believe to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.

Occasionally, there may be information on the Services that contains typographical errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any such information on the Services is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information in the Services, except as required by applicable local, state, federal or international laws, regulations, or statutes. No specified update or refresh date applied to the Services should be taken to indicate that all information on the Services has been modified or updated.

Eligibility

The Services are intended solely for persons who are 18 or older. Any access to or use of the Services by anyone under 18 is expressly prohibited. By accessing or using the Services you represent and warrant that you are 18 or older.

Account Registration

In order to list a work on the Services or to make a purchase through the Services, (other than users who utilize the guest checkout option), you must first create an account (“Account”) by completing our registration process. During the registration process you will be required to provide certain information and you will establish a username and a password. Upon completion of our registration process or by utilizing our guest checkout option you will become a “Member.” 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, for example if you become VAT registered. Apostrophe 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 Apostrophe of any unauthorized use of your Account.

Privacy

See Apostrophe’s Privacy Policy at https://www.apostrophegallery.com/policies/privacy-policy for information and notices concerning Apostrophe’s collection and use of your personal information.

Seller Terms and Conditions

Listing Works on the Services

As a Member, you may submit listings for original works of art (“Original Works of Art”) that you desire to sell through the Services. You may not submit listings for Original Works of Art that were created by another artist or that you do not have all rights, licenses, consents and releases that are necessary to act as an authorized seller for the Original Works. As a Member you may also submit listings for digital images of works of art (“Digital Works”) that you desire to commercially utilize through the Services. You may not submit listings for Digital Works that were created by another artist or that you do not have all rights, licenses, consents and releases that are necessary to act as an authorized seller of Digital Works. In order for your listings to be accepted, you must provide Apostrophe with all the information requested by Apostrophe and you must comply with any other Apostrophe requirements as identified to you. Without limiting the generality of the foregoing, if you submit listings for sale you may be required to verify your identity by separately providing Apostrophe with a copy of a government-issued ID, tax identification, VAT ID, or similar documentation and information. Your listings must be accurate and complete and comply with Apostrophe’s then-current listings content guidelines, which are available at apostrophegallery.com/seller-guidelines. Apostrophe reserves the right to edit any listings to ensure that they comply with these guidelines. You acknowledge that your listings may not be immediately searchable by keyword or category for several hours (or up to 24 hours or more in some circumstances). The placement of your listings in search and browse results may be based on factors that include without limitation title, keywords and price.

You acknowledge that Apostrophe reserves the right to promote and market Original Works of Art and/or Digital Works and/or Prints through the use of sales and/or discounts of up to ten percent (10%) on Originals Works and/or Limited Edition Prints, and up to twenty-five percent (25%) on Open Edition Prints. The sale or discount amount will apply to the listing price of Original or Limited Edition Works and/or Printed Works (defined below) relating to the Digital Works. You always retain the right to remove a listing for an Original Work of Art or Digital Work from the Services or request no discount be provided - please see below for instructions.

If you want to remove a listing for an Original Work of Art or Digital Work from the Services you must go to your account, click on the image you want to delete and then click on Delete and follow the steps set forth on that page. If you are not able to remove the works by following these instructions you must notify Apostrophe in writing by emailing artistsupport@apostrophegallery.com to request removal.

Responsibility for Works

You acknowledge and agree that you are solely responsible for all Original Works of Art and Digital Works that you make available through the Services. Accordingly, you represent and warrant that: (i) as to Original Works of Art that you make available through the Services, you are the creator of all such Original Works of Arts and you are the sole and exclusive owner of all such Original Works of Art or you have all rights, licenses, consents and releases that are necessary to grant to Apostrophe the rights in such Original Works of Art as contemplated under these Terms; (ii) as to Digital Works that you make available through the Services, you are either the sole and exclusive owner of all such Digital Works or you have all rights, licenses, consents and releases that are necessary to grant to Apostrophe the rights in such Digital Works as contemplated under these Terms; and (iii) neither the Original Works of Art nor Digital Works that you make available through the Services nor Apostrophe’s use and utilization thereof as contemplated under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, intellectual property rights or other third party rights, or result in the violation of any applicable law or regulation.

Online Sales

If you submit listings for Original Works of Art, you are selling such Original Works of Art through the Services and on third party websites and sales channels (collectively “Online Sales”) and you hereby grant Apostrophe a worldwide, transferable, nonexclusive, right and license, with a right to sublicense, to: (i) use, reproduce, distribute, publicly perform and publicly display copies of the Original Work of Art sales via the Sales Channels; and (ii) access, view, use, crop, resize, copy, distribute, license, publicly display, publicly perform, transmit and broadcast copies of the Original Work of Art in any form, medium or technology now known or later developed for the purpose of promoting Apostrophe, the Services. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis and that your sole compensation for the grant of such license rights, if any, will be in the form of the Artist Revenue Share (defined below), which is payable only upon the sale of an Original Work of Art via the Online Sales channel.

If you submit listings for Digital Works, you will permit Members and other third parties to purchase fine art reproductions of the Digital Works (collectively, “Printed Works”) through Apostrophe’s print fulfillment service, which is described at https://apostrophegallery.com/print-fulfillment/.

If you submit listings for Digital Works, you hereby grant Apostrophe a worldwide, transferable, nonexclusive, right and license, with a right to sublicense, to: (i) use, modify (as appropriate in connection with the print-on-demand services and shipping of Printed Works), reproduce, distribute, publicly perform and publicly display the Digital Works to Members and other third parties via Online Sales and through other offline channels (“Offline Sales”); and (ii) access, view, use, crop, resize, copy, distribute, license, publicly display, publicly perform, transmit and broadcast copies of the Digital Works in any form, medium or technology now known or later developed, for the purpose of promoting Apostrophe and the Services. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis and that your sole compensation for the grant of such license rights, if any, will be in the form of the Artist Revenue Share (defined below), which is payable only upon the sale of a Digital work via Online Sales channels and Offline Sales channels. Apostrophe may appoint one or more third party subcontractors, who may exercise the license rights above for the purpose of enabling Apostrophe to process and fulfill orders for Printed Works.

If an Original Work of Art and/or Printed Works are sold via a third party website, the terms and conditions of the third party website will apply to the purchase in question by the applicable purchaser via the third party website. However, as between you and Apostrophe, these Terms will apply to the sale of such Original Work of Art and/or Printed Work.

Apostrophe and/or its third party service providers will be responsible for collecting billing and shipping information from the purchaser and for processing payment for such purchases via the Services. For purchases made via third party websites and for Offline Sales, the applicable third party website or Apostrophe’s Offline Sales partner will be responsible for collecting billing and shipping information, as applicable, from the purchaser and for processing payments, and will remit applicable payments relating to such sales as agreed upon between Apostrophe and the third party website or Apostrophe’s Offline Sales partner, as applicable, to Apostrophe and share related shipping information, including the contact details of the purchaser where necessary, with Apostrophe.

For Original Works of Art only, Apostrophe will provide you with the name and address of the purchaser and, unless otherwise instructed in writing by Apostrophe, you will be responsible for shipping the purchased Original Work of Art directly to the purchaser. Apostrophe will provide you with information regarding its preferred shippers with which Apostrophe maintains an account. You agree to ship the purchased Original Work of Art to the purchaser within ten (10) business days following the date of purchase (the “Shipping Period”). If you do not ship the purchased Original Work of Art to the purchaser prior to the expiration of the Shipping Period, then the sale may be canceled. If you ship the purchased Original Work of Art via an Apostrophe preferred shipper account, Apostrophe will be responsible for the cost of shipping. You are responsible for providing accurate shipping weight, shipping dimensions and shipping address to Apostrophe if you are using an Apostrophe preferred shipper. If actual shipping weight, shipping dimensions and shipping origination information at the time of shipment varies from the information provided by you, Apostrophe (after providing documentation) reserves the right to deduct the resulting increased shipping costs from your Artist Revenue Share (defined below). If you do not ship the purchased Original Work of Art via a Apostrophe preferred shipper or if you pay for the cost of shipping yourself, Apostrophe will reimburse you for the amount you paid for shipping, up to the amount that Apostrophe or the third party website charged the purchaser for shipping.

For sales of Original Works of Art via the Online Sales channels, Apostrophe will credit your Account in an amount to be determined in accordance with Apostrophe’s then-current standard pricing and revenue share terms, which may be found at http://.apostrophegallery.com/apostrophe-for-artists/ (the “Seller Revenue Share”); for sales of Original Works of Art via the Services, subject to Apostrophe’s receipt of confirmation of delivery to the purchaser, Apostrophe will credit your Account with the corresponding Seller Revenue Share following the expiration of the return period and for sales of Original Works of Art via third party websites, Apostrophe will credit your Account with the corresponding Revenue Share within a commercially reasonable time after it has received payment from the third party website and the Original Work of Art has been confirmed to have been successfully delivered to the purchaser, as determined by Apostrophe, in its sole discretion.

You agree to comply with the terms and conditions of Apostrophe’s then-current Return & Refund Policy at https://www.apostrophegallery.com/policies/refund-policy that are applicable to any Original Works of Art that are sold through the Services.

For sales of Printed Works via Online Sales and Offline Sales, Apostrophe will credit your Account visible in the Sales Dashboard with the applicable Artist Revenue Share as set forth in Apostrophe’s then-current standard pricing and revenue share terms, which, as noted above, may be found at http://.apostrophegallery.com/apostrophe-for-artists/.

You will have the right to request Apostrophe to remit the Seller Revenue Share in your Account in accordance with an Apostrophe-designated payment schedule. Upon the termination of these Terms or cancellation of your Account, Apostrophe will remit to you the remaining balance of Seller Revenue Shares in your Account, if any.

If you remove a listing for a Digital Work from the Services, the license rights granted by you to Apostrophe with respect to such Digital Work 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 Apostrophe and its third-party subcontractors to fulfill any in-progress orders for such Printed Works and for any orders for such Printed Works accepted by Apostrophe or its third-party subcontractors or its Online Sales partners via third party websites and its Offline Sales partners prior to or as of the effective date of termination. In addition, you acknowledge and agree that the license rights granted by you to Apostrophe with respect to using such Digital Work to promote Apostrophe, the Services will remain in full force and effect for only as long as necessary for Apostrophe to fulfill any current obligations that require using the Digital Work for such promotional purposes.

Transaction Restrictions

If you are a Member and have submitted a listing for an Original Work of Art or a Digital Work and have been contacted through the Services by another Member with respect to purchasing either of the foregoing, or a similar work or custom piece related to a listed work of art, you may not sell such Original Work of Art or Digital Work to such Member independent of Apostrophe and the Services. Similarly, if you are a Member and desire to purchase an Original Work of Art or Digital Work for which another Member has submitted a listing, or a similar work or custom piece related to a listed work of art, you may not purchase such Original Work of Art or Digital Work from such Member independent of Apostrophe and the Services. Violation of this provision may result in the termination of your Member account as an artist or buyer, in addition to any other remedies available to Apostrophe including, without limitation, injunctive or other appropriate relief.

Taxes

All prices, commissions, fees and other amounts referred to in these Terms, including any prices, commissions and fees set forth on the Services, are stated in U.S. dollars 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 seller of Original Works of Art and/or Printed Works, you acknowledge that Apostrophe will withhold the Taxes required to be withheld from the payments Apostrophe makes to you. Seller must fill out appropriate Tax forms prior to any amounts being paid, as follows:

• For an artist or gallery within the United States, a W9 Tax Form must be filled out for both the sale of an Original Work of Art or Printed Work.

• For an artist or gallery living outside the United States, a W8BEN Tax Form must be filled out for Original Works of Art and Printed Works.

Color

You understand and agree that Apostrophe uses commercially reasonable efforts to display the colors of Original Works of Art, Digital Works and Printed Works accurately via the Services. However, because individual computer monitors may display colors differently, Apostrophe is not responsible for the color accuracy of any Original Works of Art, Digital Works or Printed Works displayed on the Services, and disclaims all liability in this regard.

Member Content

In addition to submitting listings for Original Works of Art and Digital Works, Apostrophe may, in its sole discretion, designate areas of the Services in which Members can post, upload, publish or submit text, graphics, audio, video, images of works of art or other content on or to the Services (individually or collectively, “Member Content”). “Member Content'' excludes any images of Original Works of Art or Digital Works for which a Member submits a listing, as described under “Seller Terms and Conditions” above. Apostrophe does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that a Member may have to use and exploit any such Member Content. By making available any Member Content on or through the Services, (i) you grant Apostrophe a worldwide, nonexclusive, transferable, royalty-free, commission-free license to crop, resize, publicly display, publicly perform, distribute, broadcast and transmit such Member Content on or through the Services in any form, medium or technology now known or later developed, for the purpose of promoting Apostrophe, the Services, and (ii) you grant directly to other Members the right and license to view your Member Content on or through the Services only in connection with such Member’s authorized use of the Services. You reserve all other rights and licenses in and to any Member Content that you make available on or through the Services.

You acknowledge and agree that you are solely responsible for any Member Content that you make available on or through the Services. You represent and warrant that: (i) you are the sole and exclusive owner of all Member Content that you make available on or through the Services or that you have all rights, licenses, consents and releases that are necessary to make available such Member Content and to grant all rights and licenses in such Member Content as granted under these Terms; and (ii) neither the Member Content nor your making available any Member Content on the Services nor any use of any Member Content as permitted under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

General Prohibitions

You agree not to do any of the following:

• Post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, intellectual property rights or other third party rights; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; (vii) harms minors in any way; or (viii) promotes illegal or harmful activities, products or substances.

• Use, display, mirror or frame the Services, or any individual element within the Services, Apostrophe’s name, any Apostrophe trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Apostrophe’s express written consent;

• Access, tamper with, or use non-public areas of the Services, Apostrophe’s computer systems or network, or the technical delivery systems of Apostrophe’s providers;

• Attempt to probe, scan or test the vulnerability of any Apostrophe’s system or network or breach any security or authentication measures;

• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Apostrophe or any of Apostrophe’s providers or any other third party (including another user) to protect Services, Apostrophe Content or Member Content;

• Attempt to access or search Services, Apostrophe Content or Member Content or download Apostrophe Content or Member Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Apostrophe or other generally available third party web browsers;

• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

• Use any meta tags or other hidden text or metadata utilizing an Apostrophe trademark, logo URL or product name without Apostrophe’s express written consent;

• Use Services, Apostrophe Content or Member Content for any commercial purpose or the benefit of any third party in any manner not otherwise permitted by these Terms;

• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use Services, Apostrophe Content or Member Content to send altered, deceptive or false source-identifying information;

• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services, Apostrophe Content or Member Content;

• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

• Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

• Impersonate or misrepresent your affiliation with any person or entity;

• Violate any applicable law or regulation; or

• Encourage or enable any other individual to do any of the foregoing.

Apostrophe will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Apostrophe may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Apostrophe has no obligation to monitor your access to or use of the Services or to remove any Member Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Apostrophe reserves the right, at any time and without prior notice, to remove or disable access to any Member Content, listings for Original Works of Art or Digital Works, Apostrophe Content or any other text, graphics, images, software, music, audio, video, information or other content or material that Apostrophe, at its sole discretion, considers to be objectionable, in violation of these Terms or otherwise harmful to the Services.

ADDITIONAL TERMS AND CONDITIONS

Sweepstakes and Contests

Apostrophe may operate sweepstakes, contests and similar promotions (collectively, “Promotions”) through the Services. You should carefully review the rules (e.g., the “Official Rules”) of each Promotion in which you participate through the Services, as they may contain additional important information about Apostrophe’s rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotions. To the extent that the terms and conditions of any Official Rules conflict with these Terms, the terms and conditions of the Official Rules will control.

Apostrophe’s Intellectual Property

The Services and Apostrophe Content are protected by copyright, trademark and other laws of the United States and foreign countries. Except as expressly provided in these Terms, Apostrophe and its licensors exclusively own all right, title and interest in and to the Services and Apostrophe Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Apostrophe Content.

Copyright Policy

Apostrophe respects copyright law and expects its users to do the same. It is Apostrophe’s policy to terminate in appropriate circumstances any Members or other Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Apostrophe’s Copyright Policy at www.apostrophegallery.com/copyright for further information.

Links

The Services may contain links to third-party websites or resources. You acknowledge and agree that Apostrophe is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Apostrophe of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Termination and Account Cancellation

If you breach any of these Terms, Apostrophe will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. Apostrophe reserves the right to revoke your access to and use of the Services, Apostrophe Content and Member Content at any time, with or without cause. In the event Apostrophe terminates these Terms for your breach, you will remain liable for any amounts due hereunder. You may cancel your Account at any time by sending an email to artistsupport@apostrophegallery.com

Mobile Services

“Mobile Services” means certain software and services that are available via a mobile device, including: (i) the ability to upload data to the Services via a mobile device; (ii) the ability to use the Services from a mobile device; and (iii) the ability to access certain features through a Mobile Application downloaded from the Services and installed on a mobile device.

Wireless Carriers. To the extent you access the Mobile Services through a mobile device, your wireless carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

Notifications and Messages. By using the Mobile Services, you agree that we may communicate with you regarding Apostrophe and other entities by SMS, MMS, text message or other electronic means to your mobile device for the purpose of providing the applicable service and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Account information to ensure that your messages are not sent to the person that acquires your old number. In the event that you fail to comply with the obligation to promptly update your Account information when changing or deactivating your mobile telephone number, you accept full responsibility for any of your messages, which may not be delivered or may be sent to the person that acquires your old number.

Fees

Apostrophe reserves the right at any time to charge fees for access to the Services, or any portion thereof. However, in no event will you be charged for access to the Services unless we obtain your prior agreement to pay such charges. You may cancel your Account at any time. You agree to pay all charges that may be incurred by you or on your behalf through the Services, at the price(s) in effect when such charges are incurred. In addition, you remain responsible for any and all Taxes including VAT that may be applicable to your purchase(s), and you agree that such Taxes including VAT, if any, are not our responsibility.

Payments

If you wish to purchase an Original Work of Art or Printed Work, or any other product or service via the Services, you may be asked by us or our designee to supply certain information relevant to your purchase, including, without limitation, credit card number, expiration date, billing address, VAT ID, and shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED BY YOU OR THROUGH YOUR ACCOUNT FOR ANY SUCH PURCHASE. You acknowledge that any such information will be treated by us in accordance with our Privacy Policy. You grant us the right to provide such information to third parties in order to facilitate the completion of transactions initiated by you or on your behalf through the Services. Verification of information may be required prior to acceptance of any order through the Services.

Changes

We reserve the right, with or without prior notice, to: change descriptions or references to artworks, products, subscriptions, software or services; limit the available quantity of any artworks, products, subscriptions, software, or services; honor, or refuse to honor, any coupon, coupon code, promotional code or other similar promotions; and/or refuse to provide any user of the Services with any products, subscriptions, software or services. We may modify any points, rewards, or the terms that govern their usage, at our sole discretion, and such modifications may make the points or rewards more or less common, valuable, effective, or functional.

Disclaimers

THE SERVICES, APOSTROPHE CONTENT AND MEMBER CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, APOSTROPHE EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. APOSTROPHE MAKES NO WARRANTY THAT THE SITE, SERVICES, APOSTROPHE CONTENT OR MEMBER CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. APOSTROPHE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY WORKS, SERVICES, CONTENT OR PRODUCTS PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM APOSTROPHE OR THROUGH THE SITE OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. NO ACTION SHOULD BE TAKEN OR PURCHASE MADE BASED UPON ANY OF THE INFORMATION CONTAINED IN THE SERVICES. YOU SHOULD SEEK INDEPENDENT ADVICE FROM A PROFESSIONAL AND/OR A PERSON WHO IS KNOWLEDGEABLE IN THE APPLICABLE AREA BEFORE ACTING UPON ANY OPINION, ADVICE, OR INFORMATION CONTAINED IN THE SERVICES.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OR USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, APOSTROPHE DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF MEMBERS OR OTHER USERS OF THE SERVICES, NOR DOES APOSTROPHE MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF ANY MEMBERS OR USERS OF THE SERVICES. APOSTROPHE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OR USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Indemnity

You agree to defend, indemnify, and hold Apostrophe, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services, Apostrophe Content or Member Content, or your violation of these Terms.

Confidentiality. ​The Parties acknowledge, understand, and agree that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information (such as financial information, i.e.; pricing, commissions, margins, etc.). Each Party shall maintain strict confidentiality of all such confidential information, and shall not, without obtaining the prior, express, written consent of the other Party, disclose any such confidential information to any third party except for information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; (c) is required to be disclosed by any Party to its shareholders, investors, legal counsel or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsel, or financial advisor shall be advised of the existence of this confidentiality provision and agree to bound by the confidentiality obligations similar to those set forth in this section. Disclosure of any confidential information by staff members, employees, contractors, affiliates, or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, in which case, such Party shall be liable for breach of this Agreement. This section shall survive the termination of this Agreement for any reason. 

Defamation. Each Party, shall not, at any time, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage or defame the other party, and/or it’s owners, shareholders, and/or employees. Notwithstanding the foregoing, nothing in this Agreement shall preclude either party from making truthful statements that are required by applicable law, regulation or legal process

Limitation of Liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Services, Apostrophe Content and Member Content remains with you. Neither Apostrophe nor any other party involved in creating, producing, or delivering the Services, Apostrophe Content or Member Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these Terms or from the use of or inability to use the Services, Apostrophe Content or Member Content, or from any communications, interactions or meetings with other Members or users of the Services or other persons with whom you communicate or interact as a result of your use of the Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Apostrophe has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

In no event will Apostrophe’s aggregate liability arising out of or in connection with these Terms or from the use of or inability to use the Services, Apostrophe Content or Member Content exceed: (i) if you are a Member who has sold Original Works of Art or has licensed Digital Works and has received any Artist Revenue Share from Apostrophe from the sale of Printed Works, the total payments made or credited to you by Apostrophe for the sale of your Original Works of Art and/or from the sale of Printed Works based on your licensed Digital Works during the three (3) month period preceding the date a claim for liability arises under these Terms; and (ii) if you are a Member who has purchased Original Works of Art or Printed Works, the total payments that you made to Apostrophe for the Original Works of Art and/or Printed Works that are the subject of a claim. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Apostrophe and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Apostrophe used herein are trademarks or registered trademarks of Apostrophe or its licensors. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

RESOLUTION OF DISPUTES

Governing Law and Jurisdiction

These Terms will be governed by the laws of the State of New York, without regard to conflict of law provisions. You and we expressly agree that any claim or dispute must be resolved exclusively by a state or federal court or arbitration located in New York, New York except as described in the Agreement to Arbitrate below or as otherwise mutually agreed by the parties.

Informal Resolution

It is our goal that the Services meet your expectations and provide excellent service. However, there may be instances when you feel that we have made a mistake or left you disappointed in some way. In those instances, we are committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your concern. Therefore, for any problem or dispute that you may have with us, you acknowledge and agree that you will, as an initial matter, email us at legal@apostrophegallery.com to describe to us the nature of your complaint or dissatisfaction. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within thirty (30) days after our receipt of your written description of it, you agree to the further dispute resolution provisions below. To the extent permitted by applicable law, the informal resolution process described in this paragraph is a precondition to pursuing any other process, so please do not forget to contact us first.

Mutual Agreement to Arbitrate

PLEASE READ THIS AGREEMENT TO ARBITRATE CAREFULLY TO UNDERSTAND YOUR RIGHTS. BY ELECTING ARBITRATION, YOU AND WE AGREE TO ARBITRATE ANY CLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS YOU OPT-OUT. YOU AND WE AGREE THAT ALL SUCH CLAIMS WILL BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT AS A PROPOSED CLASS ACTION. WHETHER OR NOT YOU OPT-OUT, HOWEVER, YOU ARE GIVING UP A RIGHT TO A TRIAL BY JURY. YOU AND WE UNDERSTAND THAT DISCOVERY AND APPEAL RIGHTS ARE MORE LIMITED IN ARBITRATION.

The arbitrator, and not any federal, state, local, or other court or agency, WILL have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of THESE TERMS AND this Agreement to arbitrate, including but not limited to, any claim that all or any part of THESE TERMS OR this Agreement to Arbitrate is void or voidable.

You and we agree that, except as expressly set forth below, the sole and exclusive forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of your use of the Services and these Terms or to any products or services sold or distributed through the Services, will be final and binding arbitration, except to the extent that either party has, in any manner, infringed upon or violated, or threatened to infringe upon or violate, the rights of either party or any third party’s patent, copyright, trademark, trade secret, privacy or publicity rights or is seeking to vindicate public rights, in which case both sides acknowledge that arbitration is not an adequate remedy and that injunctive or other appropriate relief may be sought by either party and/or the applicable third party(ies) on an individual basis in a court located in New York City. You and we acknowledge that this Agreement to Arbitrate affects interstate commerce and that the Federal Arbitration Act and federal arbitration law apply to arbitrations under this Agreement to Arbitrate (despite any other choice of law provision). As a limited exception to this mutual Agreement to Arbitrate, you and we agree that either party may take claims to small claims court, if the claims qualify for hearing by such court.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent.

US Claims

For users in the United States, the arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at adr.org/consumer or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.

Non-US Claims

For users outside of the United States, any controversy or claim arising out of or relating to these Terms, or the breach thereof, will be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Expedited Procedures (“ICDR Expedited Procedures”). The arbitration will be decided by a sole arbitrator appointed in accordance with the ICDR Expedited Procedures.

Means and Fees

In the interest of efficiency and fairness, you and we agree that the arbitration proceeding will be based solely on written submissions, unless the arbitrator deems an oral hearing strictly necessary. Should the arbitrator deem an oral hearing to be necessary, such hearing will be conducted via telephone or other electronic or technical means, or if that’s not possible, in person in the jurisdiction where you reside or at another mutually agreed upon location. The language of the arbitration will be English or, for users who reside outside of the U.S., the official language of your jurisdiction. The arbitrator’s award will be final and binding, and judgment may be entered upon it by any court having jurisdiction thereof. Each party will have the right to use legal counsel in connection with arbitration at its own expense. If you initiate arbitration, we will reimburse you for filing, administration and arbitrator fees for claims totaling less than USD $10,000, unless the arbitrator determines the claims are frivolous. We are not responsible for reimbursing you for costs incurred by you for legal counsel, travel or other out-of-pocket costs or expenses. We will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

Right to Opt-Out

YOU HAVE A RIGHT TO OPT-OUT OF THIS AGREEMENT TO ARBITRATE by sending an email to legal@apostrophegallery.com or by mailing us, postage prepaid, to Apostrophe Gallery Inc., 85 East 10th Street #2L, Attention: Legal Department. Such opt-out must be given within the earlier of thirty (30) days of approving your first purchase of products on the Services or your first upload of artwork to the Services or if we make any changes to this Agreement to Arbitrate which alter your rights, within thirty (30) days after the effective date of such revision to this Agreement to Arbitrate. Any opt-out received after such a deadline will be ineffective and this Agreement to Arbitrate will remain in full force and effect, except as expressly provided above. If you opt-out of this Agreement to Arbitrate, we also will not be bound by the terms of this Agreement to Arbitrate.




Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR OTHER CLAIM UNDER THESE TERMS WILL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS, COLLECTIVE, AND/OR REPRESENTATIVE ARBITRATION PROCEEDINGS WILL BE PERMITTED. In the event that this CLASS ACTION WAIVER is deemed unenforceable with respect to any particular claim otherwise subject to arbitration, then that claim will not proceed in arbitration but rather will be resolved in a court of competent jurisdiction. If that occurs, however, this Agreement to Arbitrate and this Class Action Waiver still will be fully enforceable as to all other claims, which must be resolved in arbitration on an individual basis.

Waiver of Trial by Judge or Jury

YOU AND WE AGREE AND UNDERSTAND THAT BY USING ARBITRATION TO RESOLVE DISPUTES YOU AND WE ARE GIVING UP ANY RIGHT THAT YOU OR WE MAY HAVE TO A JUDGE OR JURY TRIAL WITH REGARD TO ALL CLAIMS SUBJECT TO THIS AGREEMENT TO ARBITRATE. YOU AND WE FURTHER AGREE THAT ANY CLAIM HEARD IN A COURT OF COMPETENT JURISDICTION WILL BE HEARD BY A JUDGE INSTEAD OF A JURY, EXCEPT WHERE A JURY TRIAL WAIVER IS NOT PERMISSIBLE UNDER APPLICABLE LAW.

Limitation of Actions

You and we agree that regardless of any statute or law to the contrary, any claim of cause of action arising from or relating to use of the Services, or these Terms must be filed within one (1) year after such claim or cause of action arose, or will be forever barred.

Notice for California Users

Under California Civil Code Section 1789.3, California users of the online services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

Users from Other Jurisdictions

The Services are controlled and operated by Apostrophe from the United States. We do not represent or warrant that the Services, or any part thereof, are appropriate or available for use in any particular jurisdiction. Those who choose to access the Services, do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. You also are subject to United States export controls in connection with your use of the Services and are responsible for any violations of such controls, including, without limitation, any United States embargoes or other federal rules and regulations restricting exports. We may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction that we choose, at any time and in our sole discretion.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Apostrophe and you regarding the Services and these Terms supersede and replace any and all prior oral or written understandings or agreements between Apostrophe and you regarding the Services unless you receive a signed agreement from Apostrophe indicating otherwise.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Apostrophe’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Apostrophe may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and insure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted to be required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by Apostrophe via email (in each case to the address that you provide) or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

General

The failure of Apostrophe to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Apostrophe. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Contacting Apostrophe

If you have any questions about these Terms, please contact Apostrophe at artistsupport@apostrophegallery.com