artPOP! Social Media Influencer Terms and Conditions

ARTPOP! SOCIAL INFLUENCER CONTENT USAGE TERMS AND CONDITIONS

Last Updated: January 31, 2023

 

These Social Influencer Content Usage Terms and Conditions (the “Content Usage Terms”) govern the relationship between you, as an individual and on behalf of any company that you represent (“Social Influencer,” “you,” or “your”) and ArtPOP! and its affiliates (“ArtPOP!,” “we,” “us,” or “our”) with respect to User Content. “User Content” means any comments, tweets, posts, photos, images, illustrations, pictures, audio or video recordings, text, animation, usernames and handles, hashtags, and other materials which you and ArtPOP! mutually agree are available to ArtPOP! hereunder. You and ArtPOP! may, without limitation, identify such User Content through correspondence with reference to these Content Usage Terms, or through ArtPOP!’s service provider, Aspire.

ArtPOP! does not claim ownership in User Content, except as may be agreed in a Brand Ambassador Agreement (each an “Agreement”) between you and ArtPOP!. However, by accepting these Content Usage Terms, including any such acceptance tendered through ArtPOP!’s service provider, Aspire, you agree that you have read, understand and agree to adhere to these Content Usage Terms and our Privacy Policy.

ArtPOP! Rights to User Content and Likeness

Social Influencer grants ArtPOP! and its assigns, an unlimited, nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable and sublicensable license to use, copy, modify, distribute, publicly display and perform, publish, excerpt, translate, transmit, remove, retain, repurpose, promote and commercialize the User Content in any and all media or form of communication whether now existing or hereafter developed, without obtaining additional consent, without restriction or notification, and without compensating Social Influencer or its licensors in any way, and to authorize others to do the same. With respect to any products used, referenced or displayed in the User Content, ArtPOP! reserves the right to make such User Content "shoppable" by adding widgets, lightboxes or hyperlinks to the User Content that feature the ability to purchase the products. You further authorize ArtPOP! to include the User Content in a searchable format that may be accessed by users of ArtPOP!’s services, websites, and social media. User Content includes any facts, ideas, concepts, know-how, and techniques contained in that User Content. 

In addition, Social Influencer grants ArtPOP! the right to use Social Influencer’s name, nicknames, social handles, likeness, signature, voice, and other recognizable aspects of Social Influencer’s persona (“Likeness”) in connection with the User Content, provided, however, ArtPOP! has no obligation to include such Likeness with any User Content.

FTC Compliance

Social Influencer understands and agrees that ArtPOP! is committed to integrity and transparency in its marketing, advertising, and promotional campaigns across all platforms, including social media. Whenever ArtPOP! sponsors, by providing any form of remuneration or benefit, a social media message about ArtPOP!, our brands, products, or services, the message will be considered a sponsored endorsement covered by this policy:  ARTPOP! Social Media Endorsement Policy.

Acceptable Use; Warranties

Your User Content may be made publicly available. If you later delete or modify User Content, you understand that it may remain in ArtPOP!’s archives or public media and that ArtPOP! not obligated to cease use of such User Content. You agree not to make available any User Content that:

• contains vulgar, profane, abusive, hateful, or sexually explicit language, epithets or slurs, text or images in poor taste, inflammatory attacks of a personal, sexual, racial or religious nature, or expressions of bigotry, racism, discrimination, or hate;
• is defamatory, threatening, disparaging, inflammatory, false, misleading, deceptive, fraudulent, inaccurate, or unfair, contains gross exaggeration or unsubstantiated claims, violates the privacy rights or right of publicity of any third party, is harmful or offensive to any individual or community, contains any actionable statement, or tends to mislead or reflect unfairly on any other person, business, or entity;
• advertises, promotes or offers to trade any goods or services, except for ArtPOP!’s goods or services;
• is intended to promote a cause or movement, whether political, religious, or otherwise;
• contains copyrighted content without the express permission of the owner of the copyrights in the content;
• discloses any personal information relating to or images of a minor without consent of that minor’s parent or legal guardian;
• contains any other person’s private or confidential information without that person’s permission;
• harms or is inappropriate for minors to view;
• links to any commercial or other website; or
• is not otherwise in compliance with these Content Usage Terms or those of Aspire.

Each time you make available User Content, you represent and warrant that you have the right to provide the User Content hereunder, which means:

• you are the owner of the User Content, or
• the User Content is not protected by copyright law or any other laws or regulations that would prevent you from being able to provide the User Content under these Content Usage Terms, or
• you have express permission from the copyright owner and all subjects of the User Content to provide the User Content under these Content Usage Terms.

You further represent and warrant that you have the right to grant ArtPOP! the license in the above section titled “ArtPOP! Rights to User Content and Likeness,” the User Content does not violate these Content Usage Terms, and the User Content will not cause ArtPOP! to violate any law or regulation.

By providing User Content, you agree not to claim that any use of that User Content by us or any third party infringes or violates your or any other person’s intellectual property rights, rights of privacy, rights of publicity, or other right. You retain any copyright or other intellectual property right you may have in User Content, subject to the rights and licenses you grant to ArtPOP! herein.

You acknowledge and agree that ArtPOP! does not control User Content and disclaims any responsibility for any User Content, including without limitation any duty, obligation, or responsibility to review, screen, refuse to post, remove, or edit any User Content. You are responsible for all User Content that you make available and for the legality, originality, and appropriateness thereof.

Privacy; Minors

ArtPOP! is not responsible for the use or disclosure of any personal information that you voluntarily disclose in connection with the User Content. You represent and warrant that you are at least eighteen (18) years old and have all rights necessary for you to grant the licenses granted herein, including but not limited to the rights of publicity and privacy for any person featured in the Content and the copyright and photographic rights in the Content. Additionally, if parental permission is required to utilize the Content, you represent and warrant that you are authorized to grant such permission and hereby do so. The applicable parent or legal guardian will be responsible for any activities of minors in connection with these Content Usage Terms and User Content regardless of whether or not the minor has received permission from that parent or legal guardian as required hereunder.

Waiver and Release

You irrevocably waive any and all claims against ArtPOP! arising from or relating to the User Content and Likeness. Without limitation, you specifically waive any rights to prior approval of ArtPOP!’s use, reproduction, alteration or publication of Likeness or User Content, and any "moral rights" with respect to attribution of authorship or integrity of materials regarding the User Content.

Term and Termination

Unless otherwise specified in an Agreement, ArtPOP! may terminate these Content Usage Terms at any time for any reason with notice to Social Influencer, except that ArtPOP! may terminate immediately if Social Influencer engages in conduct contrary to these Content Usage Terms or to the best interest of ArtPOP!. You may cease providing additional User Content at any time. You understand that any User Content previously provided hereunder may both remain in our archives and continue to be subject to these Content Usage Terms. You agree that ArtPOP! is not be liable to you or any third party for any termination of these Content Usage Terms.

Proprietary Rights

The website artPOP!.com, including any text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, names of products and services, documentation, other components and content, and the design, selection, and arrangement of content therein is exclusively the property of ArtPOP! or, as applicable, its suppliers and licensors, and is protected by copyright, trademark, other intellectual property rights, and other laws, and may not be used except as expressly provided in these Content Usage Terms without advance written permission of ArtPOP!. ArtPOP! trademarks and other marks, logos, and names of ArtPOP! may not be used in connection with any product or service that is not under ArtPOP!’s ownership or control. Furthermore, such trademarks may not be used in any manner that is likely to cause confusion among consumers or in any manner that disparages or discredits ArtPOP!. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to ArtPOP! or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law. The content of artPOP!.com and ArtPOP! social media posts may contain references to third-party marks and copies of third-party copyrighted materials, which are the property of their respective owners.

Indemnity

You agree to indemnify, defend, and hold harmless ArtPOP!, its affiliates, and its and their respective agents, officers, directors, employees, owners, contractors, representatives, consultants, suppliers, and licensors from and against any claim, demand, damage, loss, liability, complaint, action, judgment, settlement, fines, penalties, costs, and expenses, whether direct, indirect, consequential, or otherwise, and including reasonable attorneys’ fees, made by anyone in connection with your submission, use, or misuse of User Content, any alleged infringement of intellectual property or other right of any person or entity relating to the User Content or Likeness, or your violation of these Content Usage Terms. We reserve, and you grant to us, the exclusive right to assume the defense and control of any matter subject to indemnification by you.

DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL INFORMATION, CONTENT, SERVICES, AND MATERIALS PROVIDED BY ARTPOP! OR MADE AVAILABLE TO YOU HEREUNDER (WHETHER PROVIDED BY ARTPOP!, YOU, OTHER USERS, OTHER AFFILIATES OR THIRD PARTIES), INCLUDING, WITHOUT LIMITATION, ALL MATERIAL, TEXT, PHOTOS, GRAPHICS, VIDEO, AND LINKS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ARTPOP! DOES NOT GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF SUCH INFORMATION, CONTENT OR MATERIALS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARTPOP! EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO ARTPOP!’S MATERIALS AND USE OF USER CONTENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, NONINFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. ARTPOP! HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATION OR USER CONTENT.

YOUR PARTICIPATION IN SOCIAL MEDIA AND THE ACTIVITIES CONTEMPLATED HEREIN IS AT YOUR OWN RISK AND YOU, ALONE, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY INFORMATION FROM ARTPOP! OR THIRD PARTIES, AND FOR ANY OTHER DAMAGE THAT MAY BE INCURRED. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED BY YOU FROM ARTPOP! CREATES ANY WARRANTY.

LIMITATION OF LIABILITY

1. ArtPOP! has no obligation but reserves the right to review, screen, refuse to post, remove in whole or in part, modify, edit, reorganize, recategorize, and delete (at any time, for any reason, and without prior notice) any User Content in its absolute and sole discretion, including without limitation upon any violation of these Content Usage Terms. ArtPOP! has no obligation to archive or otherwise store any User Content.
2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ARTPOP!, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL LOSSES OR DAMAGES, OR ANY LOSS OR DAMAGES WHATSOEVER (EVEN IF ARTPOP! HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THE USER CONTENT OR ARTPOP!’S USE OF USER CONTENT (INCLUDING WITHOUT LIMITATION THE INPUT OF PERSONAL AND OTHER INFORMATION IN CONNECTION THEREWITH), OR ANY ARTPOP! PRODUCTS OR SERVICES.
3. ARTPOP! ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR ELECTRONIC DEVICES OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, BROWSING OF, OR DOWNLOADING OF ANY INFORMATION OR MATERIAL FROM ARTPOP!’S WEBSITE, ARTPOP!’S SOCIAL MEDIA SERVICE PROVIDERS INCLUDING ASPIRE, SOCIAL MEDIA PLATFORMS OR THAT ARTPOP! OTHERWISE MAKES AVAILABLE. ARTPOP! ASSUMES NO RESPONSIBILITY OR LIABILITY IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION, CONTENT, PRODUCTS, OR MATERIAL MADE AVAILABLE TO YOU, FOR ANY ERROR, DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY, PORNOGRAPHY, PROFANITY, DANGER, OR INACCURACY CONTAINED THEREIN. IN NO EVENT SHALL ARTPOP!’S OR ITS AFFILIATES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED ONE HUNDRED US DOLLARS ($100). THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Feedback

ArtPOP! welcomes comments regarding its website, social media, advertising and marketing campaigns, and its use of User Content. If you submit comments or feedback to us, they will not be considered or treated as confidential. We may use any comments and feedback that you send us in our discretion and without attribution or compensation to you.

Third-Party Beneficiaries

These Content Usage Terms do not confer any rights, remedies, or benefits upon any person other than you, ArtPOP! and ArtPOP!’s affiliates.

Consideration

In ArtPOP!'s sole discretion, ArtPOP! may offer you certain limited compensation hereunder, in the form of a one-time payment, merchandise credit or payment in kind (collectively, the “Compensation”) which shall be defined in writing within the “Terms” section of ArtPOP!’s offer to you as communicated using Aspire.  Any Compensation shall be your sole compensation for the rights and obligations arising under these Content Usage Terms, and shall apply only to the specific ArtPOP! offer to which it applies and to your applicable User Content as provided in compliance with such offer and these Content Usage Terms.  All Compensation is a one-time payment or one-time transfer and does not entitle you to recurring compensation or royalties of any kind. 

Except for applicable Compensation, if any, you are not entitled to compensation for ArtPOP!’s use of User Content.  You acknowledge that these Content Usage Terms are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, the possibility of our review, use or display of User Content, and the possibility of publicity and promotion from our review, use or display of User Content.

Jurisdiction, Applicable Law, and Limitations

You agree that these Content Usage Terms will be governed by and construed in accordance with the laws of the United States of America and the State of Illinois, without regard to its conflicts of law provisions. The United Nations Convention for the International Sale of Goods does not apply. Your participation in the relationship contemplated herein is unauthorized in any jurisdiction that does not give effect to all provisions of these Content Usage Terms.

You agree that all legal proceedings arising out of or in connection with these Content Usage Terms or the User Content must be filed, unless otherwise determined by ArtPOP! in its sole discretion, in a federal or state court located in Chicago, Illinois, and within one year of the time in which the events giving rise to such claim began, or your claim will be forever waived and barred. You expressly submit to the exclusive jurisdiction of said courts and consent to extraterritorial service of process. If mutually agreed upon by the parties, disputes arising out of or in connection with these Content Usage Terms or the User Content may be resolved via arbitration.

Survival

Any provisions of these Content Usage Terms that are intended to survive termination (including any provisions regarding indemnification, limitation of our liability, or dispute resolution) will continue in effect beyond any termination of these Content Usage Terms.

Notice & Electronic Communications

All notices, consents, and other communications permitted or required to be given under these Content Usage Terms must be in writing and addressed to the recipient and will be deemed given: upon delivery if personally delivered with fees prepaid, including by a recognized courier service; upon receipt if delivered by certified or registered United States mail, postage prepaid and return receipt requested, as indicated by the date on the signed receipt; or, where you are the recipient, upon delivery to any email address you make available, or if none, by the last method of communication used between you and ArtPOP!. These Content Usage Terms and any other documentation, agreements, notices, or communications between you and ArtPOP! may be provided to you electronically to the extent permissible by law. Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for your reference.

General

1. Enforceability. If any portion of these Content Usage Terms is found to be void, invalid or otherwise unenforceable, then that portion shall be deemed to be superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of these Content Usage Terms shall continue to be enforceable and valid according to Content Usage Terms contained herein.
2. Entire Agreement. These Content Usage Terms, including our Privacy Policy and, as applicable, any Agreement, constitute the entire agreement between you and ArtPOP! with respect to the User Content, superseding all prior agreements.
3. No Waiver; Force Majeure. The failure of ArtPOP! to exercise or enforce any right or provision of the Content Usage Terms shall not constitute a waiver of said right or provision. Any waiver of any provision of these Content Usage Terms will be effective only if in writing and signed by ArtPOP!. ArtPOP! shall not be deemed to be in default of any provision of these Content Usage Terms or for failure in performance resulting from acts or events beyond the reasonable control of ArtPOP! and arising without its fault or negligence, including, but not limited to, acts of God, civil or military authority, interruption of electric or telecommunication services, civil disturbances, acts of war or terrorists, strikes, fires, floods, or other catastrophes.
4. Assignment. We may assign our rights and delegate our duties under these Content Usage Terms at any time to any party without notice to you. You may not assign these Content Usage Terms without our prior written consent.
5. Headings & Construction. The section titles in these Content Usage Terms are for your convenience only and carry no contractual or legal effect whatsoever. The language in these Content Usage Terms shall be interpreted in accordance with its fair meaning and shall not be strictly interpreted for or against either party.
6. Contact ArtPOP!. For purposes of providing notice of cancellation or termination or if you have any questions regarding these Content Usage Terms, contact ArtPOP! at marketing@artPOP.com, or at ArtPOP!, 6B Fitzgerald Ave. Monroe Township, NJ  08831.