BLCK PRISM TERMS OF USE
Last Updated: May 2, 2017
Welcome to Blck Prism, an online marketplace for Black artists. The Blck Prism website and service including (without limitation) all websites, mobile applications, live events, and other means through which the service is delivered (collectively, the "Service") are owned, operated and distributed by Blck Prism Inc. (referred to in these Terms of Service as "Blck Prism" or "we" and through similar words such as "us," "our," etc.). By accessing any part of the Service, you or “User” or “Users” are agreeing to the terms and conditions described below (these "Terms of Service"), the terms and conditions of our privacy policy (the "Privacy Policy") and any other legal notices published by us on the Service (collectively, the "Governing Documents"). If you do not agree to any of these terms, you should not use the Service. These Terms of Service apply to all users, including both users who are simply viewing content available via the Service, those who engage in the Service offline and users who have registered as members of Blck Prism.
We may, at our sole discretion, modify these Terms of Service at any time. By accessing the Service at any time after such modifications, you are agreeing to such modifications. These Terms of Service were last modified as of May, 2017.
I. Description of Service.
The Blck Prism Service is a marketplace for Black artists. We reserve the right to refuse to provide the Service to any person for any reason and/or to discontinue the Service in whole or in part at any time, with or without prior notice.
II. Copyright, Licenses and User Submissions.
The entire contents of the Service are protected by international copyright and trademark laws and other proprietary rights. The owners of the copyrights and trademarks are Blck Prism, its artists, affiliates and/or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SERVICE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE.
You may not use any robots, spiders, or similar data mining, data gathering or extraction tools or manual processes to collect, gather or copy any content or data on or related to the Service in a manner not authorized by Blck Prism in writing. You may not engage in practices of "screen scraping," "database scraping" or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Service, in any manner and any quantities not authorized by Blck Prism in writing. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Blck Prism or its affiliates without express written consent. You may not use meta tags or any other "hidden text" utilizing the Blck Prism name or trademarks without the express written consent of Blck Prism.
Content submitted by Users for inclusion on the Service (including, without limitation, any information submitted on comments, message boards, forums or other public areas of the Service) is sometimes referred to in these Terms of Service as "User Submissions." Whether or not any User Submission is published, it will be subject to these Terms of Service. Blck Prism does not guarantee any confidentiality with respect to a User Submission, regardless of whether or not it is published. You are solely responsible for your own User Submissions and the consequences of posting or publishing them. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to your User Submissions (and all content included therein), including the right to authorize Blck Prism to use the User Submissions in the manner contemplated by the Service and these Terms of Service.
You hereby grant to Blck Prism a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any User Submissions or any other materials or information (including, without limitation, ideas for new or improved products or services) you communicate to Blck Prism by all means and in any media now known or hereafter developed. You also grant to Blck Prism the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against Blck Prism for any alleged or actual infringement or misappropriation of any proprietary right in your communications to Blck Prism.
Blck Prism will not tolerate violations of intellectual property rights on the Service. If you are a copyright owner and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA"). To provide Blck Prism notice of an infringement, you must provide a written communication to the attention of "DMCA Infringement Notification Dept." care of contact@blckprism.com that sets forth the information specified by the DMCA (see http://www.copyright.gov/title17/92chap5.html#512). You may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright.
III. Conduct on Service.
Your use of the Service is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the Service. You agree that you will not act in a way or upload, share, post, or otherwise distribute or facilitate distribution of any User Submission — including text, communications, software, images, sounds, data, or other information — that:
· is unlawful, racist, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
· victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
· infringes on any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property or proprietary right of any party;
· constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
· contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
· impersonates any person or entity, including any of our employees or representatives.
We neither endorse nor assume any liability for the conduct of Users or contents of any User Submission. We generally do not pre-screen, monitor, or edit User Submissions. However, we and our agents have the right at their sole discretion to remove any User Submission or other content that, in our judgment, does not comply with these Terms of Service and any other rules of user conduct for the Service, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing any such User Submission or other content. You hereby consent to such removal and waive any claim against us arising out of such removal of any User Submission, whether it is your own or another user’s. See "Copyrights, Licenses and User Submissions" above for a description of the procedures to be followed in the event that any party believes that a User Submission infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.=
You agree that we may at any time, and at our sole discretion, disallow your use, of the Service without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations. In the event Blck Prism terminates your use of the Service 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 contact@blckprism.com.
IV. Color
You understand and agree that Blck Prism uses commercially reasonable efforts to display the colors of Original Works of Art, Digital Works and Printed Works accurately via the Site and Services. However, because individual computer monitors may display colors differently, Blck Prism is not responsible for the color accuracy of any Original Works of Art, Digital Works or Printed Works displayed on the Site and Services, and disclaims all liability in this regard.
V. Links.
The Site may contain links to third-party websites or resources. You acknowledge and agree that Blck Prism 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 Blck Prism 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.
VI. Purchases of Artwork.
You may purchase artwork other merchandise, goods or services (“Artwork”) on the Services. Prices for Artwork will be as specified on the applicable listing. You acknowledge that prices do not include shipping and handling charges or applicable Taxes (defined below), if any, for which you are responsible and that will be separately identified on your receipt. When you purchase Artwork through the Services, Blck Prism and its third party service providers will collect your billing and shipping information, process your payment and ship the Artwork directly to you. The terms and conditions of Blck Prism's then-current Return Policy apply to any Printed Works that you purchase through the Services.
VII. Taxes.
All prices, commissions, fees and other amounts referred to in these Terms, including any prices, commissions and fees set forth on the Site, are stated in 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 and/or Printed Works, you acknowledge that Blck Prism will withhold the Taxes required to be withheld from the payments Blck Prism makes to you.
VIII. Order Cancellations.
Blck Prism reserves the right to cancel any order placed via the Site and Services if Blck Prism determines, in its sole discretion, that the item is mispriced, out of stock, discontinued, or otherwise unavailable at the price listed via the Site and Services. If Blck Prism cancels an order placed via the Services, Blck Prism will send you an email confirmation of such cancellation and you will not be charged for your order.
IX. Refunds.
Blck Prism is committed to ensuring the 100% satisfaction of our art collectors! That's why once you’ve receive Artwork, we'll give you seven (7) days to decide whether or not you’d like to keep that artwork or return it for a refund. You may return any eligible Artwork (i.e. artwork that is not one of the Final Sale items, listed below), provided that it is returned to Blck Prism at your own expense in its original condition and packaging within 15 days of purchase. For the avoidance of doubt, Blck Prism must receive the work on or before 11:59 PM Easter Time of 15th day from the date of purchase. Blck Prism reserves the right to, at its sole discretion, make an assessment of whether the Artwork meets its original condition standards. If for some reason the returned Artwork arrives later than 15 days after purchase or is not in original condition, Blck Prism is not required to provide a refund.
The 7-Day money-back guarantee is NOT applicable to the following final sale items:
- Platinum Limited Edition Works
- Original Works
X. Sweepstakes and Contests.
Blck Prism may operate sweepstakes, contests and similar promotions (collectively, "Promotions") through the Site and Services. You should carefully review the rules (e.g., the "Official Rules") of each Promotion in which you participate through the Site and Services, as they may contain additional important information about Blck Prism'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.
XI. Disclaimer of Warranties.
THE SITE, SERVICES, BLCK PRISM CONTENT AND MEMBER CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, BLCK PRISM 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. BLCK PRISM MAKES NO WARRANTY THAT THE SITE, SERVICES, BLCK PRISM CONTENT OR MEMEBR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. BLCK PRISM MAKES NO WARRANTY REGARDING THE QUALITY OF ANY WORKS, SERVICES, CONTENT OR PRODUCTS PURCHASED OR OBTAINED THROUGH THE SITE OR 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 BLCK PRISM OR THROUGH THE SITE OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OR USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES. YOU UNDERSTAND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, BLCK PRISM DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF MEMBERS OR OTHER USERS OF THE SITE OR SERVICES, NOR DOES BLCK PRISM MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF ANY MEMBERS OR USERS OF THE SITE OR SERVICES. BLCK PRISM MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES.YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OR USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
Through your use of the Service, you may have the opportunities to engage in commercial transactions. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SERVICE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY CLASS, PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE SERVICE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.
Content available through the Service represents the opinions and judgments of an information artist, user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Blck Prism spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of the Service for further information, which policies are incorporated by reference into these Terms of Service.
You understand and agree that temporary interruptions of the Service may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of the Service, and therefore, delays and disruption of other network transmissions are completely beyond our control.
You understand and agree that the Service is provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
XII. Limitation of Liability.
IN NO EVENT SHALL WE OR ANY OTHER BLCK PRISM PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THE SERVICE.
FURTHER, NEITHER WE, NOR ANY OTHER BLCK PRISM PARTY, SHALL BE LIABLE IN ANY WAY FOR ANY CLASS OR OTHER THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE SERVICE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH OTHER USERS OF THE SITE, INCLUDING WITHOUT LIMITATION ANY TRANSACTION BETWEEN A STUDENT AND TEACHER.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
XIII. Indemnification.
Upon a request by us, you agree to defend, indemnify, and hold us and the other Blck Prism Parties harmless from all liabilities, claims, and expenses, including attorneys’ fees, that arise from your violation of these Terms of Service or any of the other Governing Documents, or other negligent or wrongful conduct. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
XIV. Miscellaneous.
You agree that the Service shall be deemed a passive interactive service based solely in New York and shall not give rise to personal jurisdiction over Blck Prism, either specific or general, in jurisdictions other than New York. These Terms of Service, together with the Privacy Policy and the other Governing Documents, shall all be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of law principles. You agree that any legal action or proceeding between Blck Prism and you for any purpose concerning these Terms of Service, the Privacy Policy, the other Governing Documents or your use of the Service shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York, New York.
Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO CLAIM UNDER THESE TERMS OF SERVICE, THE PRIVACY POLICY OR THE OTHER GOVERNING DOCUMENTS SHALL BE JOINED TO ANY OTHER CLAIM, INCLUDING ANY CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ACTION PROCEEDINGS SHALL BE PERMITTED.
These Terms of Service, together with the Privacy Policy and the other Governing Documents, constitute the entire agreement between you and Blck Prism concerning the Service and the services provided by Blck Prism. If any provision of any such document is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions thereof, which shall remain in full force and effect. Blck Prism' failure to insist upon or enforce strict performance of any provision of these Terms of Service or any of the other Governing Documents shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Service. Blck Prism may assign its rights and duties under these Terms of Service or any of the other Governing Documents to any party at any time without notice to you.
Most communication between Blck Prism and you will be sent and received electronically. You agree that all electronic communication between Blck Prism and you shall satisfy any legal requirements that such communications be in writing.
