Standard Terms and Conditions
Capitalized words and phrases in the Basic Terms and these Standard Terms and Conditions are defined when they are first used or are defined in paragraph 1 below.
- Data - is information about “Merchant Store Customers” which they provide in order to make a purchase via the “Merchant Store” or information they provide in exchange for being contacted by you in the future with other offerings and information. Such information is subject to privacy laws. As between you and Artistecard, you and Artistecard own the Data collected by Artistecard from your Merchant Store Customers.
- Artistecard Store – is an Artistecard proprietary technology which Artistecard licenses to you in order that you may sell online products.
- Merchant Store – is a store designed by Owner. Artistecard will actually host the Merchant Store on its servers and provide the back-end technology and physical fulfillment of items you make available on the Merchant Store. On the Merchant Store you may sell physical products such as: CD’s, DVD’s, t-shirts, hats, posters, photographs and digital products such as: music files, video files, photographs in jpeg or tiff formats, pdf files of lead sheets. You are responsible for all of the products sold on your Merchant Store, whether physical, digital, or other.
- Merchant Store Customers – are individuals who purchase goods from your Merchant Store or otherwise visit your Merchant Store and affirmatively agree to provide their information in order to learn about future offerings and events about you.
- Products – are items which you make available for sale (or sometimes free as a promotional campaign) to consumers/fans/visitors to the Merchant Store. Products include physical, digital, virtual and other goods collectively.
Terms of Service
- Account. In order to create a Merchant Store, you must open an account with Artistecard (the “Account”). An Account is established when: (i) you provide Artistecard with accurate and complete information in the Basic Terms; (ii) this Agreement is digitally signed by you (iii) and you provide Artistecard with a PayPal account for any monies which you may owe Artistecard. Once the Account is open, you may upload items to your store. Digital products uploaded by you may be sold immediately. Physical products will be displayed as temporarily out of stock until stock arrives at our designated warehouse, is checked in and marked for sale. When uploading physical products to your store the system will provide you a packing slip that needs to be placed inside the carton of physical items being shipped.
- Account Security. You are solely responsible for maintaining the security of your Account information, including your log in and access information. You must maintain your Account log in and access information confidential. You must notify Artistecard immediately if you know or suspect any unauthorized use of your Account or any breaches or attempted breaches of your Account.
- Ownership. Artistecard is the sole and exclusive owner of the Application. Artistecard will provide you with a royalty-free license to use the Database Application during the Term. Upon expiration or termination of this Agreement, your right to use the Database Application ends and you will no longer have access to the Database Application. Artistecard may use the data solely for its own marketing efforts and not share, sell, resell or otherwise disclose the Data to any third party whatsoever. The Data may not be used for purposes other than those disclosed to Merchant Store Customers when they provide their information and as they may otherwise be notified from time to time. You must immediately notify Artistecard if you believe the Data has been compromised. Failure to comply with this provision is a Material breach of this Agreement. Subject to applicable laws, at the termination or expiration of this Agreement, the Data remains with you and Artistecard.
- Contact Information. The information you provide Artistecard in the Basic Terms, including but not limited to your PayPal account, contact information and e-mail address must remain accurate and up to date. You will notify Artistecard immediately if any of your information changes. If your information is not accurate and updated, you may not be able to sell your Products through the Merchant Store and payments to you may be withheld.
- Artistecard has the right in its business discretion to remove any materials from the Merchant Store, suspend or terminate your Account if Artistecard determines that any of the Products or materials supplied by you violate any applicable law or the rights of any third party as detailed in paragraph 3 below.
- Artistecard reserves the right to change the terms and conditions of this Agreement at any time, excluding the “Transaction Fee”. You shall receive notice of such changes via electronic communication or on the dashboard of your account or via e-mail. Your continued use of the Merchant Store and the Artistecard services indicates your agreement to and acceptance of any new terms and conditions in the notice. Since you are paying no upfront fees in setting up your Artistecard store, Artistecard reserves the right to terminate the store and return all of your merchandise to you at your expense.
- Lawful. You must use the Merchant Store in such a way that is respectful of Artistecard’s rights and the rights of third parties and which complies with applicable laws. You may not sell Products on the Merchant Store which are illegal in any state, country or territorial jurisdiction.
- Products. You will be solely and exclusively responsible for ensuring that your Account and all materials that you submit to Artistecard for use with the Products as well as any websites linked to your Account comply with this Agreement and all applicable laws, regulations and rules. While Artistecard has no obligation to monitor the transactions or communications made through the Merchant Store, it reserves the right in its sole discretion to cancel any transaction or remove or limit access to any Product or related information from the Merchant Store at any time without any liability to your or any third party.
- Third Party Rights. You may not design, produce, market or sell a Product that Artistecard believes, in its reasonable business judgment: (i) infringes the rights of a third party, including without limitation copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity; (ii) is defamatory; (iii) is obscene or pornographic; or (iv) violates any applicable law, rule, or regulation, including without limitation, by exploiting images of minors. You must either own all right, title and interest in and to the Product, or have a valid license for use and resale of the Product, including all intellectual property rights in and to the Product. Upon request you must deliver copies of these approvals and licenses to Artistecard. Without limiting the above, you are solely responsible for and must pay any royalties or similar payments that are or may become due to any third party for use of any materials appearing in your Product.
- Third Party Claims. You must give Artistecard notice immediately upon your receipt of any third party claim which is in any way related to Products available via the Merchant Store. Your failure to notify Artistecard of such claim in a timely manner (within three (3) business days of your receipt) is a material breach of this Agreement. Upon Artistecard’s receipt of notice from you that there is a third party claim related to any Product, Artistecard will remove that Product from the Merchant Store until the matter is resolved.
Promotional Use of Product
By sending or uploading any of your Product for use on the Merchant Store, you grant to Artistecard a worldwide, royalty-free, transferable, nonexclusive, right and license to use such Product in any and all media existing now or created in the future. Without limitation, this promotion, marketing or advertising may consist of: (i) display of your Products on websites; (ii) promotional “streams” of audio content and, (iii) inclusion of the Product in magazine placements, Artistecard advertisements and other media specifically excluding television and films, solely in connection with the promotion of Artistecard services. Artistecard may sublicense the rights that you grant in this provision. The rights granted in this provision are only for use of your Product for the purposes stated above and does not give Artistecard ownership of any of your Product, or a license to use your Product other than as specifically stated above.
Product Creation, Delivery, Stock and Returns.
- Delivery. You will provide Artistecard electronically or via physical shipment all of the Product you want to use on the Merchant Store. You must provide or ship all other materials required to package and ship any of your Products, such as cover artwork, titles, cases and complete and accurate credits. Artistecard may, in its sole and absolute discretion, determine whether the Product complies with this provision and is satisfactory for use with the Merchant Store.
- Creation. You will be solely responsible for the creation and uploading of the electronic and digital Product (audio, audiovisual and other electronic files) that you are selling and upload to Artistecard on your own. You will ship all physical products which are held on consignment by Artistecard on your behalf. You will pay all costs associated with the creation, copying and delivery of the digital Product. In addition, you will be responsible for all shipping/handling charges and insurance on the physical Product during shipment delivery to Artistecard’s shipping representative and all returned unsold product to you. Artistecard will calculate the cost of shipping and handling to Merchant Store Customers and shall charge Merchant Store Customers directly for such costs. Artistecard shall not be responsible for any shipping, handling or delivery charges under any circumstances. Including products returned to you as defective and or as over-stock.
- Stock. Artistecard does not charge a fee to store any physical Product you send to Artistecard, so long as the amount of the physical Product does not exceed (3) three months of sales from your merchant store.
- Restock. Artistecard will notify you electronically when your physical Product in stock is running low to request additional shipments. You shall be solely responsible for sending Artistecard additional stock, including without limitation, the cost of all shipping and handling charges. In the event Artistecard does not receive the restock Product in a timely manner and the Product is out of stock, the Product will be deleted from the Merchant Store.
- Non-Moving Stock. Artistecard and its designated shipping representative reserves the right to return Product to you from time to time, as deemed appropriate by Artistecard, in its sole discretion, at your expense. Conversely for titles that have not sold for a period of twelve (12) months, Artistecard reserves the right to charge a storage fee if not returned to you sooner. Artistecard will notify you of its intent to return Product or charge a storage fee as applicable. If you do not respond to any return notice from Artistecard within fourteen (14) business days of the date of the request, or if Artistecard’s attempt to return Product is unsuccessful because of inaccurate address information, then Artistecard will have the right to recycle or discard the Product without compensation or liability to you whatsoever.
- Returns. Merchant Store Customer returns sent to Artistecard in new condition will be restocked, debited from the Account sales and added back to active inventory. Any returned Product that is defective or damaged will not be restocked, will be debited from your Account and will be returned or recycled in Artistecard’s sole discretion. Artistecard will either ask directly for reimbursement from you no later than thirty (30) days after Artistecard’s request for the same or debit your Account.
- Insurance. You acknowledge and agree that Artistecard or its shipping representative does not carry insurance relating to Product stored by Artistecard under this Agreement, and that Artistecard will not be responsible for any loss other than a loss due to Artistecard’s gross negligence or intentional misconduct. If you want the Product inventory to be insured, you must obtain such insurance at your sole coast and expense.
Marketing and Advertising the Product.
You and you alone are responsible for marketing all of the Product which will be available via the Merchant Store. Artistecard makes no guarantees regarding the quantity of items you are going to sell, nor of the return on those sales. Artistecard may suggest activities that could lead to a sale; for example, notify your customers and fans of new releases, sales, tickets and other activities.
Pricing, Payment Terms, Taxes.
- Pricing. You have the discretion to set the pricing for the Products on the Merchant Store provided that the total customer order must exceed $3.00. You may from time to time offer free digital goods but in the event you offer physical goods for free, Artistecard will charge the Merchant Store Customer shipping and handling fees. In the event you offer more free Products than Products for sale on the Merchant Store, Artistecard reserves the right to terminate this Agreement and to not host the Merchant Store at any time whatsoever.
- Artistecard Fees. For each sale of your Products through the Merchant Store, Artistecard shall collect the aggregate amount from the Merchant Store Customer and shall retain its service and processing fee of twenty-five percent (25%) (the “Transaction Fee”) after shipping and handling charges and any associated sales tax and shall remit the remaining sum, herein known as the “Owner Payment”. Artistecard will provide through your administration area information regarding your sales and make payments to you upon request through your administration console (via Paypal) for the amount of the Owner Payment but only if you are owed $100.00 or more. Owner can only request payments if the net monies due exceed $100.00. If you have provided undeliverable Paypal information and two (2) or more consecutive payments are returned to Artistecard as undeliverable, Artistecard may stop sending future payments to you until you provide deliverable account information. When you close your Merchant Store, Artistecard will pay you any monies due. To close your Artistecard Merchant Store contact support.
- Sales Tax. Artistecard will use reasonable efforts to collect sales tax owed on the sale of Products offered (“Sales Tax”) and remit the Sales Tax on your behalf to relevant government authorities. Notwithstanding the above, in all events, you acknowledge and agree that you are ultimately responsible for the payment of any Sales Tax owed in connection with this Agreement and the Merchant Store. You hereby indemnify Artistecard for any Sales Tax that may be owed in addition to those amounts collected and remitted on your behalf by I Artistecard. In the event Artistecard is to pay Sales Tax on your behalf and Artistecard is unable to collect the Sales Tax from the Merchant Store Customer, Artistecard will debit the money from your Account or charge your credit card.
Warranties and Indemnification.
- You warrant, represent and agree that you have the right to enter into and fully perform this Agreement, and all of your obligations hereunder. You further warrant and represent that you either have all right, title and interest in and to the Products or licenses for the same as they are intended to be used under this Agreement.
- Artistecard warrants, represents and agrees that it has the right to enter into and fully perform this Agreement and all of its obligations hereunder. Artistecard will use commercially reasonable efforts to ensure that its service and the Merchant Store will function as indicated in this Agreement. However, Artistecard does not warrant or guarantee that the Merchant Store and related services will be uninterrupted or without error. Artistecard makes no warranties or representations regarding the functionality or performance of software, technology or any use of the internet. Artistecard will not have any liability for service outages on Artistecard servers or service provider outages, including telecommunications, hosting companies and power providers. Artistecard will not be responsible for any actual or potential loss of business of Owner due to a malfunction of the Merchant Store.
You will indemnify, defend and hold harmless Artistecard and its affiliates (the “Indemnities”) from and against any and all losses, liabilities, damages, costs or expenses arising out of a claim by a third party due to: (i) any breach of a warranty, representation, or obligation made my you under this Agreement; and (ii) any claim that any of the Product infringes on any rights of another party. You will reimburse Indemnities on demand for any settlement costs incurred in resolving such claims, provided Owner gives prior written consent not to be unreasonable withheld, delayed or denied. Owner shall notify Artistecard immediately upon receipt of any such claim and Artistecard may assume control or defense of such a claim. In such instance, Owner shall have the right, at its sole cost and expense, to participate in the defense of such claim at Artistecard direction.
- Artistecard may, in its reasonable business judgment, upon notice to you when appropriate: (i) suspend or limit your access to the Merchant Store or terminate your use of the Merchant Store; (ii) suspend, limit your access to or terminate your Account; (iii) remove any of your Product from Artistecard servers and close Merchant Store and (iv) prohibit you from selling any new Products through the Merchant Store.
- You may terminate your Account for any reason by disabling the provided link to your store from your web site There are no Account termination fees. However, if at the time of termination you owe Artistecard fees or other monies, you must pay such outstanding balances to Artistecard before the Account may be terminated including but not limited to shipping all physical products to the location for which they came. Artistecard may demand such payment, use the credit card authorization to obtain such payment, or continue selling your Product through the Merchant Store until Artistecard recoups the sums owed. In such instance, Artistecard shall maintain 100% of the fees collected from the Merchant Store Customers without remitting any amounts to you until Artistecard is made whole.
- Upon termination by you or Artistecard, Artistecard shall without any liability to you whatsoever, disable the Merchant Store and prevent your use of the Database Application.
- This Agreement contains the entire understanding between the Parties and may not be changed other than as provided in this Agreement.
- This Agreement shall be governed and construed in accordance with the laws of the State of New York without giving effect to any choice of law principles and shall be binding upon and inure to the benefit the Parties and their respective heirs, executors, administrators and successors. Any controversy, action or proceeding with respect to this Agreement or any transaction resulting from or related to this Agreement must be brought in courts located in the county and state of New York which shall have sole and exclusive jurisdiction and venue. By execution of this Agreement, the Parties hereby irrevocably accepts for itself unconditionally the exclusive jurisdiction of said courts and waives any defense to such jurisdiction it may otherwise possess.
- In the event Artistecard does not receive a copy of this Agreement with your signature, all of the requested information in the Basic Terms, the Set Up Fee and a credit card authorization within thirty (30) days from the date below, this Agreement shall have no force and effect and the offer to enter into an Agreement shall automatically expire.