Happy Waters

1. EART AND TECHNOLOGY FZCO, a company registered in Dubai Silicon Oasis, Dubai, United Arab Emirates and its affiliates (“ArtSmiley”, “we,” “us,” “our”) operates the website www.artsmiley.com (“Website”), mobile applications and any other linked and related pages, content, features, products, dashboard, software, video player and tools offered by ArtSmiley (the “Services”).
2. These Terms of Use set out your rights and responsibilities should you wish to place any item such as sculptures, photography (the “Artwork”) for sale or for rent or for print via the Services.
3. By placing Artwork for sale or rent or print via the Services, advertising Artwork on the Services, or otherwise using the Services you unconditionally and irrevocably agree to these terms and conditions (the “Terms of Use”) and our privacy policy located [www.artsmiley.com] (“Privacy Policy”) which are incorporated herein by reference (together, the “Agreement”). Your use of the Services is deemed express consent to all of the terms and conditions of this Agreement to the exclusion of all other terms.
4. You agree that ArtSmiley’s role is to: receive payment from a relevant buyer or hirer of your Artwork; to facilitate payment of the applicable fee to you; assist in arranging delivery, framing and installation of the relevant Artwork, all in accordance with these Terms of Use.
5. We have no liability to you in relation to the order for your Artwork, except as expressly set out in these terms or as required by applicable law.

GENERAL TERMS

6. ArtSmiley reserves the right, in its sole discretion, to modify these terms at any time without notice. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by you following such modification constitutes your acceptance of the terms and conditions of the Agreement as modified.
7. This Agreement is void where prohibited by law, and the right to access and use the Services is revoked in such jurisdictions.
8. By accessing the Services, you represent and warrant to ArtSmiley that: (i) you are an individual (i.e., not a corporation) at least 18 years old; (ii) you are of legal age to form a binding contract or have your parent’s permission to do so; (ii) all registration information you submit is accurate and truthful and you will maintain the accuracy of such information; (iv) you are legally permitted to use and access the Services and take full responsibility for your access, selection and use of the Services.
9. You are responsible for all of your activity in connection with the Services. You shall be responsible for (i) obtaining and maintaining any equipment or ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service; (ii) ensuring that such equipment or ancillary services are compatible with the Services; (iii) taking all precautions necessary and/or reasonable to protect yourself, your computer systems and other property from viruses, worms, Trojan horses, and other harmful content and code.
10. You are solely responsible for withholding, filing, and reporting all taxes duties and other governmental assessments associated with your activity in connection with the use of the Services.

REGISTRATION

11. You may be required to register and select a password and username (“ArtSmiley User ID”) to use certain services. You may not (i) select or use as a ArtSmiley User ID a name of another person with the intent to impersonate that person; or (ii) use as a ArtSmiley User ID a name subject to any rights of a person other than you without appropriate authorization. You shall provide ArtSmiley with accurate, complete, and updated registration information.
12. You shall be responsible for maintaining the confidentiality of your password. Any failure to comply with this provision may result in immediate termination of your account.
13. ArtSmiley reserves the right to refuse registration of, or cancel a ArtSmiley User ID in its discretion. If you are accessing the Services through a third party site or service (such as “Facebook Connect”), ArtSmiley may require that your ArtSmiley User ID be the same as your user name for such third party site or service.
14. By providing your third party account credentials to ArtSmiley, you are consenting to have the information in those accounts transmitted into your ArtSmiley account. You shall only use third party accounts owned by you and not by any other person or entity. All accounts used by you and any information provided by you during the registration process or thereafter shall not be inaccurate, fraudulent, not current, incomplete or otherwise in violation of these Terms of Use.

USER CONTENT

15. In the course of using the Services, you and other users may provide information which may be used by ArtSmiley and which may be visible to certain other users. By posting information, images, text, blogs, or other content on the Services (collectively, “User Content”) or otherwise providing User Content to ArtSmiley or in connection with the Services, you hereby grant to (i) ArtSmiley a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable, transferable right to fully exploit (including without limitation, reformatting, cropping, resizing, displaying, modifying, creating derivative works of, and translating) (including where applicable the right to reprint and crate multiple copies) such User Content (including all related intellectual property rights) in connection with ArtSmiley’s (and its successors’, licensees’ and assigns’) business, including without limitation for promoting and redistributing part or all of the Services (or any derivative works thereof) in any media formats and through any media channels, and to allow others to do so; and (ii) each user of the Services a non-exclusive license to access your User Content through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display, and perform such User Content as permitted through the functionality of the Services and under this Agreement.
16. The foregoing license grant to ArtSmiley does not affect your ownership of or right to grant additional non-exclusive licensees to the material in your User Content, unless otherwise agreed in writing. You, not ArtSmiley, remain solely responsible for all User Content that you upload, post, email, transmit, or otherwise disseminate including, or in connection with the Services, and you warrant that you possess all rights necessary to provide such content to ArtSmiley and to grant ArtSmiley the rights to use such information in connection with the Services and as otherwise provided herein and that use of by ArtSmiley of such content will not infringe any third-party rights or applicable laws.
17. You acknowledge and agree that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that ArtSmiley will not be liable for any errors or omissions in any such content.
18. You understand that ArtSmiley cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, ArtSmiley cannot guarantee the authenticity of any data which users may provide about themselves.
19. You acknowledge that all User Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
20. You understand and agree that ArtSmiley uses commercially reasonable efforts to display the colors of original works of art accurately via the Services. However, because individual computer monitors may display colors differently, ArtSmiley is not responsible for the color accuracy of any works displayed on the Services, and disclaims all liability in this regard.

21. Without limiting the other terms and conditions in this Agreement, you acknowledge and agree to the following guidelines for posting and/or viewing User Content and other Content on or through the Services:
    1. Any comment made using your identity or screen name will be deemed to have been posted by you;
    2. You shall not post obscene, threatening, harassing, defamatory, libelous, offensive or pornographic material;
    3. You shall not post or otherwise make public any personal details or personally identifiable information about any person including name, contact details, address, image or known associates;
    4. You shall not make false or misleading statements;
    5. You shall not post material that infringes the intellectual property rights or other proprietary rights, or rights of publicity or privacy, of any third party;
    6. You shall not post information that is confidential or sensitive;
    7. You shall not post any content that objectionable or illegal (as described below), or could create a risk of harm, loss or damage of any kind;
    8. You are solely responsible for the content that you post on or through the Services, any material or information that you transmit to other users and for any interactions with other users.

22. You agree that you will not use the Services to:
    • Send or post content of any kind or nature that is unlawful, harassing, libelous, defamatory, abusive, harassing, threatening, harmful, vulgar, obscene, profane (unless such use is warranted within the topic area of a particular message board, as determined by ArtSmiley in its sole discretion), racially offensive, insulting to any religion or culture, inaccurate, or contrary to the laws, in any applicable jurisdiction, or otherwise objectionable material or that encourages conduct that could constitute a criminal offence, or infringement of any rights to privacy, give rise to civil liability or otherwise violate any applicable local, state, federal or international law or regulation. You agree not to use the Services to distribute or send any illegal content of any kind. Posting illegal content or participating in any form of discussion with the intention to commit any illegal activity is strictly prohibited.
    • 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 a ArtSmiley trademark, logo URL or product name without ArtSmiley’s express written consent;

23. ArtSmiley has no obligation and assumes no responsibility for monitoring the Services or User Content for inappropriate content or conduct of its users. However, ArtSmiley reserves the right to monitor, block or remove User Content (including disabling access to User Content that you have downloaded through the Services) for any or no reason without notice to you. If ArtSmiley chooses, in its sole discretion, to monitor the Services, ArtSmiley assumes no responsibility for the User Content, no obligation to modify or remove any inappropriate User Content and no responsibility for the conduct of the user submitting any such User Content.
24. ArtSmiley reserves the right to remove any User Content from the Services at any time, for any reason or no reason in its sole discretion.
25. If you link to the Services, ArtSmiley may revoke your right to so link at any time, at ArtSmiley’s sole discretion. ArtSmiley reserves the right to require prior written consent before linking to the Services.
26. The Services may contain links to third-party websites or resources. You acknowledge and agree that ArtSmiley 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 ArtSmiley 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 or the Content, products or services on or available from such websites or resources. You will be responsible for adhering to any relevant terms of use or equivalent.

ARTSMILEY CONTENT

27. All materials displayed or performed on the on the Services, or which may be made available for your download (including, but not limited to text, blogs, graphics, articles, photographs, images, illustrations, video and User Content (also known as the “Content”), are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Website, and you shall not use, copy reproduce, modify translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or other proprietary rights not owned by you, (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.
28. The Services are protected by copyright, pursuant to U.S. copyright laws, international conventions, and other intellectual property laws applicable in the jurisdiction from which you access the Services at any time.
29. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Agreement), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part. You must report any infringement of your rights to ArtSmiley immediately.
30. The technology and the software underlying our Services is the exclusive property of ArtSmiley and its licensors. Subject to your compliance with this Agreement, ArtSmiley grants you a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license to access and make personal and commercial use of the Services, and any software underlying our Services solely to use the Services, as provided by ArtSmiley in accordance with this Agreement. This license does not include any resale or commercial use of the Services or any Content.
31. You shall not copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying our Services. You agree not to use modified versions of any software underlying our Service, including without limitation, for the purpose of obtaining unauthorized access to our sites or applications.
32. You may not use any of our Services for any illegal purpose. All rights in the product names, company names, trade names, logos, service marks, trade dress, slogans, product packaging, and designs of ArtSmiley, its licensors, affiliates, or third-party products or services, whether or not appearing with a trademark symbol, belong exclusively to ArtSmiley or their respective owners, and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws.
33. The use or misuse of these trademarks or any materials containing the trademarks, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Services confers on you any license or right under any patent or trademark of ArtSmiley, its licensors, affiliates, or any third party.

YOUR REPRESENTATIONS AND WARRANTIES

34. You warrant, represent and covenant that you will not use the Services or contribute any User Content (including, without limitation, anything in connection with your blog(s)) in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, or rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, rule, ordinance or regulation; (iii) violates any other agreement you have with, or any obligations to, any third party; (iv) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, contrary to the laws of any applicable jurisdiction or any other applicable jurisdiction, or otherwise objectionable; (v) misrepresents the source or identity of any content; (vi) involves commercial activities and/or sales without ArtSmiley’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (vii) uploads, installs, constitutes, or embeds malware, virus, worms, Trojan horses, or other harmful content or code; or (viii) impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of ArtSmiley.

ARTWORK

35. You hereby warrant and represent that:
    • you have all rights and permissions required in order to sell or rent the Artwork that you upload on the Services and to grant the right to us to copy and reproduce the Artwork;
    • where you have agreed to make Artwork available via the Services on an exclusive basis you shall not at any time be made available for sale or rent on any other gallery or platform, whether online or otherwise. Artwork may be available on other websites for non-commercial and/or informative purposes only (for example, as part of an Artist’s portfolio);
    • you are the creator and sole owner of the Artwork;
    • the Artwork is an original piece of work and does not infringe any third party rights including intellectual property rights;
    • the Artwork is a photograph, sculpture, drawing or a painting; a picture made with paint, pencil, pens, crayons, or any other instrument classified under “Medium”]; and
    • should the Artwork be a reproduction of your original work, you will state that it is a reproduction. Artwork will be considered a reproduction where it is a facsimile of an original piece of Artwork, even if the two have material differences.

36. You will notify ArtSmiley, via the Services, as soon as reasonably practicable of any restrictions on your availability to deliver Artwork, including any vacation time that you plan.
37. You are not allowed to make available via the Services: reproductions of any original works of third parties.
38. You will determine the price of your Artwork by providing accurate information regarding the Artwork (including in relation to the size of the Artwork), and establish your listing price within the price band corresponding to your sales level as shown in your account.
39. You warrant that any User Content relating to the Artwork uploaded by you will at all times be true and up-to-date and all specifications relating to Artwork size, size of packaged Artwork, materials, origin, and subject-matter will at all times be accurate.

ORDERS

40. Prior to making any item of Artwork available via the Services, you must advise ArtSmiley whether the applicable item is available for sale, rent and/or for reprint.You will be notified of each sales order via the Services and of any order placed by a customer and any applicable price to be paid to you in return for delivery of the applicable Artwork (and, if applicable, the rental period for the Artwork). Upon such notification, you will make the applicable Artwork available for collection by ArtSmiley and its representatives.
41. ArtSmiley may cancel any order at any time.

DELIVERY

42. You must specify exact packaged dimensions and packaged weight when you list your Artwork on the Services, based on which shipping costs are established.
43. You shall at all times supply fully accurate information with regard to origin of shipping location, packaging dimensions and packaged weight. If any such information at the time of delivery is different from the information provided, ArtSmiley shall be entitled to deduct any additional costs from your account.
44. When you receive confirmation of an order you will also receive a courier’s airway bill that must be attached securely in order to correctly effect the dispatch of the Artwork to the customer.
45. You must dispatch your order within 5 days of you receiving notification of the order via the Services.
46. You will be responsible for the appropriate packaging and any documentation (including any applicable certificates of authentication) relating to the Artwork.
47. You are responsible for the integrity of any packages sent pursuant to an order placed via the Services and shall not under any circumstances place or permit to be placed any items that are not strictly required by the terms of the order, and nothing that may be in breach or any applicable laws or regulations.
48. You warrant that you will comply with all local and international shipping and customs regulations and all applicable laws.
49. ArtSmiley shall use its reasonable endeavors to pursue any insurance claim for loss or damage to the Artwork from the time at which the shipping company takes possession of the Artwork and if relevant, until the applicable Artwork has been returned to you. You shall provide all required assistance in the pursuit of any insurance claim.

RETURNS

50. Where the customer chooses to return the Artwork for reasons including because you have sent the wrong Artwork, failed to affix the correct airway bill to packaging, or the Artwork is damaged on delivery due to your act or omission, ArtSmiley will organize the return of the Artwork to you and deduct the resulting shipping cost from any funds in your ArtSmiley account.
51. You shall not be entitled to cancel any sale of Artwork.
52. ArtSmiley will notify you via the Services of any returns within 14 days of delivery of the Artwork to the customer. In the event such notification is made, ArtSmiley shall have no liability to you, including for any payment.

PAYMENT

53. Where a customer acquires Artwork, the funds payable to you will be held on standby until the customer agrees to forego the return policy entitlement by entering a review or until the 14-days return policy expires. On the occurrence of either, you can claim your funds through the payout method you chose.
54. You are responsible for all applicable payment transfer fees and taxes relating to the payment of the applicable sum from us to you.
55. All sales or monetary transactions initiated on the Services must be completed via the ArtSmiley Where ArtSmiley believes that a sale or money transaction initiated on the Services has occurred outside of the ArtSmiley platform, ArtSmiley has the right to withhold from your account the applicable sum that would have been payable to ArtSmiley had the sale been through the Services.
56. If ArtSmiley makes any overpayment to you for any reason, you will pay to ArtSmiley such overpaid amounts upon demand from ArtSmiley. In the absence of such payment by you, ArtSmiley will be entitled to deduct any overpaid amounts from future payments due to you.
57. ArtSmiley may at any time without notice to you set off any liability owed by you to ArtSmiley (including any overpayment by ArtSmiley) against any liability of ArtSmiley to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these Terms of Use. If the liabilities to be set off are expressed in different currencies, ArtSmiley may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by ArtSmiley of its rights under this clause shall not limit or affect any other rights or remedies available to ArtSmiley under these Terms of Use or otherwise.
58. ArtSmiley reserves the right to require payment of fees for certain services on the Services. You shall pay all applicable fees, as described on the Services in connection with such services selected by you. ArtSmiley reserves the right to change its price list and to institute new charges at any time, without notice. Use of the Services by you following such notification constitutes your acceptance of any new or increased charges. To the fullest extent allowed by applicable law, all fees paid hereunder are non-refundable unless otherwise permitted by this Agreement.
59. All fees are stated in US$ and all payments to and from ArtSmiley will be made in United States Dollars (“US$”) or United Arab Emirates Dirhams (“AED”). ArtSmiley may, in its sole discretion, round up or round down amounts that are payable from or to artists and/or gallery owners to the nearest whole functional base unit to the nearest US$ or AED as applicable; for example, ArtSmiley will round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00. ArtSmiley assumes no responsibility or liability for any currency fluctuation or inaccuracy of currency rates.
60. If ArtSmiley believes that, in your use of the Services, you may have: (i) created a fake account; (ii) engaged in disruptive, harassing, circumventive or abusive behavior; or (iii) otherwise breached these Terms of Use, ArtSmiley shall be entitled to suspend access to any funds that may be owed to you by ArtSmiley or any third party via the Services pending the outcome of applicable investigation procedures.
61. All prices, commissions, fees and other amounts referred to in these Terms, including any prices, commissions and fees set forth on the Services, are stated in US$ or AED 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.
62. Seller must fill out appropriate Tax forms prior to any commissions being paid. For an Artist living within the United States, a W9 Tax Form must be filled out.
63. For an Artist living outside the United States, a W8BEN Tax Form must be filled out.

ACCOUNT CANCELLATION

64. You may request the deletion of your account via the Services. Subject to any pending orders, ArtSmiley shall use its reasonable endeavors to remove your account from the Services within 7 days.

LIABILITY

65. You will indemnify and hold ArtSmiley harmless against all claims, liability, damages, and expenses (including reasonable legal fees and expenses) in connection with any warranty under these Terms of Use and any third party claim relating to the Artwork.
66. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL ARTSMILEY OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF THE FEES PAID BY YOU OR TO YOU; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (IV) THE USE OR INABILITY TO USE THE SERVICES; (V) UNATUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA BY ANY PARTY; (VI) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (VII) YOUR USER CONTENT OR (IV) ANY MATTER RELATING TO THE SERVICES.

MISCELLANEOUS

67. You hereby release ArtSmiley, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of (i) having acquired or not acquired any Content through the Services.
68. ArtSmiley reserves the right to modify, discontinue, terminate or suspend the Services without prior notice. This Agreement shall remain in full force and effect while you use any part of the Services. You may terminate your use of the Services or your membership at any time by following the instructions on the Services. ArtSmiley may terminate or suspend your access to the Services (and/or any feature thereof) or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Upon termination of your account, your right to access and use the Services and any Content will immediately cease.
69. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. ArtSmiley shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond ArtSmiley’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
70. You and ArtSmiley agree that this Agreement (including any terms or policies expressly incorporated herein) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.
71. This Agreement is not assignable, transferable or sublicensable by you except with ArtSmiley’s prior written consent. ArtSmiley may transfer, assign or delegate this Agreement and its rights and obligations without consent. Headings for each section have been included for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind ArtSmiley in any respect whatsoever.
72. All provisions of this Agreement that by their nature are intended to survive performance hereof by you or ArtSmiley, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability, shall survive the completion of the performance, cancellation or termination of this Agreement.
73. These terms and any dispute or claim arising out of or in connection with them or their subject-matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Emirate of Dubai.
74. You irrevocably agree to submit to the non-exclusive jurisdiction of the courts of the Dubai International Financial Centre in relation to all matters arising out of or in connection with these terms, or their subject matter or formation (including non-contractual disputes or claims

EART AND TECHNOLOGY FZCO, a company registered in Dubai Silicon Oasis, Dubai, United Arab Emirates and its affiliates (“ArtSmiley”, “we,” “us,” “our”) operates the website www.artsmiley.com (“Website”), mobile applications and any other linked and related pages, content, features, products, dashboard, software, video player and tools offered by ArtSmiley (the “Services”).

1. ACCEPTANCE OF TERMS
   • By accessing or using any of our Services, whether or not you are an account holder, you agree to be bound by these terms and conditions (the “Terms of Use”) and where applicable, the additional Seller’s Terms of Use and Buyer’s Terms of Use, and our privacy policy located at https://artsmiley.com/privacy-policy/ (“Privacy Policy”) which are incorporated herein by reference (together, the “Agreement”). Your use of the Services is deemed express consent to all of the terms and conditions of this Agreement to the exclusion of all other terms.

2. MODIFICATION OF TERMS
   • ArtSmiley reserves the right, in its sole discretion, to modify the Agreement at any time without notice. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by you following such modification constitutes your acceptance of the terms and conditions of the Agreement as modified.

3. ELIGIBILITY TO USE SERVICES
   • You must be 18 years or older to use our Services. If you believe that a child under 18 has used our Services and provided us any information, please contact us at contactus@artsmiley.com . Where payments are to made or received via our Services, require users must be eighteen (18) years of age or older, and will be governed by the relevant terms. This Agreement is void where prohibited by law, and the right to access and use the Services is revoked in such jurisdictions. By accessing the Services, you represent and warrant to ArtSmiley that: (i) you are an individual (i.e., not a corporation) at least 18 years old; (ii) you are of legal age to form a binding contract or have your parent’s permission to do so; (ii) all registration information you submit is accurate and truthful and you will maintain the accuracy of such information; (iv) you are legally permitted to use and access the Services and take full responsibility for your access, selection and use of the Services.

4. REGISTRATION
   • You may be required to register and select a password and username (“ArtSmiley User ID”) to use certain services. You may not (i) select or use as a ArtSmiley User ID a name of another person with the intent to impersonate that person; or (ii) use as a ArtSmiley User ID a name subject to any rights of a person other than you without appropriate authorization. You shall provide ArtSmiley with accurate, complete, and updated registration information. You shall be responsible for maintaining the confidentiality of your password. Any failure to comply with this provision may result in immediate termination of your account. ArtSmiley reserves the right to refuse registration of, or cancel a ArtSmiley User ID in its discretion. If you are accessing the Services through a third party site or service (such as “Facebook Connect”), ArtSmiley may require that your ArtSmiley User ID be the same as your user name for such third party site or service. By providing your third party account credentials to ArtSmiley, you are consenting to have the information in those accounts transmitted into your ArtSmiley account. You shall only use third party accounts owned by you and not by any other person or entity. All accounts used by you and any information provided by you during the registration process or thereafter shall not be inaccurate, fraudulent, not current, incomplete or otherwise in violation of these Terms of Use.

5. USER CONTENT
   • In the course of using the Services, you and other users may provide information which may be used by ArtSmiley and which may be visible to certain other users. By posting information, images, text, blogs, or other content on the Services (collectively, “User Content”) or otherwise providing User Content to ArtSmiley or in connection with the Services, you hereby grant to (i) ArtSmiley a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sub licensable, transferable right to fully exploit (including without limitation, reformatting, cropping, resizing, displaying, modifying, creating derivative works of, and translating) such User Content (including all related intellectual property rights) in connection with ArtSmiley’s (and its successors’, licensees’ and assigns’) business, including without limitation for promoting and redistributing part or all of the Services (or any derivative works thereof) in any media formats and through any media channels, and to allow others to do so; and (ii) each user of the Services a non-exclusive license to access your User Content through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display, and perform such User Content as permitted through the functionality of the Services and under this Agreement.
The foregoing license grant to ArtSmiley does not affect your ownership of or right to grant additional non-exclusive licensees to the material in your User Content, unless otherwise agreed in writing. You, not ArtSmiley, remain solely responsible for all User Content that you upload, post, email, transmit, or otherwise disseminate including, or in connection with the Services, and you warrant that you possess all rights necessary to provide such content to ArtSmiley and to grant ArtSmiley the rights to use such information in connection with the Services and as otherwise provided herein and that use of by ArtSmiley of such content will not infringe any third-party rights or applicable laws.
You acknowledge and agree that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that ArtSmiley will not be liable for any errors or omissions in any such content. You understand that ArtSmiley cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, ArtSmiley cannot guarantee the authenticity of any data that users may provide about themselves. You acknowledge that all User Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.You understand and agree that ArtSmiley uses commercially reasonable efforts to display the colors of original works of art accurately via the Services. However, because individual computer monitors may display colors differently, ArtSmiley is not responsible for the color accuracy of any works displayed on the Services, and disclaims all liability in this regard.

6. CONTENT
   1. Copyrights
      • All materials displayed or performed on the on the Services, or which may be made available for your download (including, but not limited to text, blogs, graphics, articles, photographs, images, illustrations, video and User Content (also known as the “Content”), are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Website, and you shall not use, copy reproduce, modify translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or other proprietary rights not owned by you, (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right. The Services are protected by copyright, pursuant to U.S. copyright laws, international conventions, and other intellectual property laws applicable in the jurisdiction from which you access the Services at any time. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Agreement), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part. You must report any infringement of your to ArtSmiley immediately
   2. Guidelines for Posting Content
      • Without limiting the other terms and conditions in this Agreement, you acknowledge and agree to the following guidelines for posting and/or viewing User Content and other Content on or through the Services:
        • ✪ Any comment made using your identity or screen name will be deemed to have been posted by you;
        • ✪ You shall not post obscene, threatening, harassing, defamatory, libelous, offensive or pornographic material;
        • ✪ You shall not post or otherwise make public any personal details or personally identifiable information about any person including name, contact details, address, image or known associates;
        • ✪ You shall not make false or misleading statements;
        • ✪ You shall not post material that infringes the intellectual property rights or other proprietary rights, or rights of publicity or privacy, of any third party;
        • ✪ You shall not post information that is confidential or sensitive;
        • ✪ You shall not post any content that objectionable or illegal (as described below), or could create a risk of harm, loss or damage of any kind;
        • ✪ You are solely responsible for the content that you post on or through the Services, any material or information that you transmit to other users and for any interactions with other users.
   3. Objectionable or Illegal Content
      • You agree that you will not use the Services to:
      • Send or post content of any kind or nature that is unlawful, harassing, libelous, defamatory, abusive, harassing, threatening, harmful, vulgar, obscene, profane (unless such use is warranted within the topic area of a particular message board, as determined by ArtSmiley in its sole discretion), racially offensive, insulting to any religion or culture, inaccurate, or contrary to the laws, in any applicable jurisdiction, or otherwise objectionable material or that encourages conduct that could constitute a criminal offence, or infringement of any rights to privacy, give rise to civil liability or otherwise violate any applicable local, state, federal or international law or regulation. You agree not to use the Services to distribute or send any illegal content of any kind. Posting illegal content or participating in any form of discussion with the intention to commit any illegal activity is strictly prohibited.
      • 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 a ArtSmiley trademark, logo URL or product name without ArtSmiley’s express written consent;
   4. Donations
      • Artists using the Services may endorse a political or charitable cause, and/or pledge to donate a portion of the funds they receive from confirmed bookings made via the Services to a particular cause or charity. You hereby acknowledge and agree that we do not take any responsibility or liability for whether the artist does in fact make the donation pledged. In such cases, the artist in question is responsible for his or her own compliance with all laws and regulations applicable to such pledges and/or fund-raising.
      • The choice of any cause or charity by an artist does not reflect ArtSmiley’s policies or imply any endorsement of such cause or charity by ArtSmiley.
   5. Links
      • If you link to the Services, ArtSmiley may revoke your right to so link at any time, at ArtSmiley’s sole discretion. ArtSmiley reserves the right to require prior written consent before linking to the Services.
      • The Services may contain links to third-party websites or resources. You acknowledge and agree that ArtSmiley 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 ArtSmiley 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 or the Content, products or services on or available from such websites or resources. You will be responsible for adhering to any relevant terms of use or equivalent.
   6. Company’s Right to Monitor
      • ArtSmiley has no obligation and assumes no responsibility for monitoring the Services or User Content for inappropriate content or conduct of its users. However, ArtSmiley reserves the right to monitor, block or remove User Content (including disabling access to User Content that you have downloaded through the Services) for any or no reason without notice to you. If ArtSmiley chooses, in its sole discretion, to monitor the Services, ArtSmiley assumes no responsibility for the User Content, no obligation to modify or remove any inappropriate User Content and no responsibility for the conduct of the user submitting any such User Content.
   7. Company’s Right to Remove Content
      • ArtSmiley reserves the right to remove any User Content from the Services at any time, for any reason or no reason in its sole discretion.
   8. No Endorsement
      • You acknowledge that ArtSmiley does not endorse or guarantee any User Content and you may not state or imply any such endorsement or guarantee.

7. ArtSmiley’S INTELLECTUAL PROPERTY AND LIMITED LICENSES
   • The technology and the software underlying our Services is the exclusive property of ArtSmiley and its licensors. Subject to your compliance with this Agreement, ArtSmiley grants you a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license to access and make personal and commercial use of the Services, and any software underlying our Services solely to use the Services, as provided by ArtSmiley in accordance with this Agreement. This license does not include any resale or commercial use of the Services or any Content. You shall not copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying our Services. You agree not to use modified versions of any software underlying our Service, including without limitation, for the purpose of obtaining unauthorized access to our sites or applications. You may not use any of our Services for any illegal purpose. All rights in the product names, company names, trade names, logos, service marks, trade dress, slogans, product packaging, and designs of ArtSmiley, its licensors, affiliates, or third-party products or services, whether or not appearing with a trademark symbol, belong exclusively to ArtSmiley or their respective owners, and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials containing the trademarks, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Services confers on you any license or right under any patent or trademark of ArtSmiley, its licensors, affiliates, or any third party.

8. YOUR REPRESENTATIONS AND WARRANTIES
   • You warrant, represent and covenant that you will not use the Services or contribute any User Content (including, without limitation, anything in connection with your blog(s)) in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, or rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, rule, ordinance or regulation; (iii) violates any other agreement you have with, or any obligations to, any third party; (iv) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, contrary to the laws of any applicable jurisdiction or any other applicable jurisdiction, or otherwise objectionable; (v) misrepresents the source or identity of any content; (vi) involves commercial activities and/or sales without ArtSmiley’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (vii) uploads, installs, constitutes, or embeds malware, virus, worms, Trojan horses, or other harmful content or code; or (viii) impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of ArtSmiley.

9. RESTRICTIONS AND OTHER PROHIBITED ACTIVITIES
   • You shall not (i) conduct any fraudulent, abusive, or otherwise illegal activity; (ii) post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any ArtSmiley user; (iii) use the Website to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene; (iv) engage in any kind of illegal activity; (v) run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Services or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure; (vi) use the manual or automated software, devices, or other processes to “crawl” or “spider” any page or content of the Services; (vii) decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services; (viii) remove, obscure, or alter any notices or links (e.g., links to ArtSmiley’s Privacy Policy and Terms of Use) on the Services or any of the features or tools or other services; (ix) access, display, distribute or otherwise exploit any content through any technology or means.
Any violation of the above may be grounds for termination of your right to access or use the Services. ArtSmiley reserves the right to take appropriate legal action, including, without limitation, referral to law enforcement, for any use that ArtSmiley deems in its sole discretion to be an illegal or unauthorized use of the Services. ArtSmiley will cooperate fully with any law enforcement officials and/or agencies in the investigation of any person(s) who violate the terms of this Agreement.

10. YOUR OTHER OBLIGATIONS
    • You are responsible for all of your activity in connection with the Services. You shall be responsible for (i) obtaining and maintaining any equipment or ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service; (ii) ensuring that such equipment or ancillary services are compatible with the Services; (iii) taking all precautions necessary and/or reasonable to protect yourself, your computer systems and other property from viruses, worms, Trojan horses, and other harmful content and code.
You are be responsible for withholding, filing, and reporting all taxes duties and other governmental assessments associated with your activity in connection with the use of the Services.

11. DISCLAIMER OF WARRANTIES
    • UNLESS OTHERWISE STATED EXPRESLY IN THIS AGREEMENT THE SERVICES, CONTENT, AND PRODUCTS PURCHASED OR OTHERWISE OBTAINED THROUGH THE WEBSITE, APPLICATIONS AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF CONTENT, NON-INFRINGEMENT, THE AVAILABILITY OR QUALITY OF ANY PRODUCTS AVAILABLE VIA THE SERVICES, OR THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. Without limiting the generality of the foregoing, ArtSmiley makes no representations or warranties regarding the accuracy of descriptions displayed anywhere on the Services, or regarding suggestions or recommendations of services or products offered or purchased through the Services (including, without limitation, the actual size, quality, color, texture, or results of use of such products or services). ArtSmiley displays suggested retail prices for products offered on the Services based on pricing information provided by artists, and we make no promises about the reliability or accuracy of any such information listed on the Services. Products purchased (whether or not following such recommendations and suggestions) are provided “AS IS” without any warranty of any kind from ArtSmiley or others unless, with respect to others (only), otherwise made expressly and unambiguously in writing by a designated third party for a specific product. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. ArtSmiley makes no representations concerning any Content contained in or accessed through the Services, and ArtSmiley will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Under no circumstances will ArtSmiley be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted or otherwise made available via the Services. ArtSmiley has no special relationship with or fiduciary duty to you. You acknowledge that ArtSmiley has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services (including, without limitation, viruses, malware, harmful code and user generated content); what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content.

12. PRIVACY
    • For information regarding ArtSmiley’s treatment of personal information, please review our current Privacy Policy at https://artsmiley.com/privacy-policy/ which is hereby incorporated into this Agreement by reference; any use of our Services constitutes your acceptance and agreement to be bound by our Privacy Policy.

13. EXPORT CONTROL AND RESTRICTED COUNTRIES
    • You may not use, export, re-export, import, or transfer the Services except as authorized by United States law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported: (a) into any United States or United Nations embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Services, you represent and warrant that (i) neither you nor your listed Accommodation is located in a country that is subject to a U.S. or United Nations embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site, Application and Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. We do not permit Listings associated with certain countries due to U.S. embargo restrictions.

14. ELECTRONIC COMMUNICATIONS
    • When you use our Services, or send emails to us, you are communicating with us electronically. You agree that we may communicate with you electronically. Such electronic communications may consist of e-mail, notices posted on our Services, “push” mobile notification, and other communications. You agree that all agreements, notices, disclosures, and other communications we send to you electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this Agreement.

15. INDEMNITY
    • You agree to indemnify and hold ArtSmiley, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) made by any third party due to or arising out of your access to the Services, use of the Services, the violation of this Agreement by you, or the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.

16. LIMITATION OF LIABILITY
    • TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL ArtSmiley OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF THE FEES PAID BY YOU OR TO YOU; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (IV) THE USE OR INABILITY TO USE THE SERVICES; (V) UNATUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA BY ANY PARTY; (VI) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (VII) YOUR USER CONTENT OR (IV) ANY MATTER RELATING TO THE SERVICES.

17. PAYMENT AND TAXES
    • ArtSmiley reserves the right to require payment of fees for certain services on the Services. You shall pay all applicable fees, as described on the Services in connection with such services selected by you. ArtSmiley reserves the right to change its price list and to institute new charges at any time, without notice. Use of the Services by you following such notification constitutes your acceptance of any new or increased charges. To the fullest extent allowed by applicable law, all fees paid hereunder are non-refundable unless otherwise permitted by this Agreement.
    • All fees are stated in US$ and all payments to and from ArtSmiley will be made in US$. ArtSmiley may, in its sole discretion, round up or round down amounts that are payable from or to artists to the nearest whole functional base unit to the nearest US dollar; for example, ArtSmiley will round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00. ArtSmiley assumes no responsibility or liability for any currency fluctuation or inaccuracy of currency rates.
    • 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.
    • Seller must fill out appropriate Tax forms prior to any commissions being paid. For an Artist living within the United States, a W9 Tax Form must be filled out.
    • For an Artist living outside the United States, a W8BEN Tax Form must be filled out.

18. INTERACTION WITH THIRD PARTIES
    • The Services may contain links to third party websites that are not owned or controlled by ArtSmiley, or that may be accessible by logging in through a third party website, as described more fully in our Privacy Policy. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any third party website relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. ArtSmiley has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of, or opinions expressed in any third party websites. In addition, ArtSmiley will not and cannot monitor, verify, censor or edit the content of any third party site. By using the Services, you expressly relieve and hold harmless ArtSmiley and its affiliates from any and all liability arising from your use of any third party website.
Your interactions with organizations and/or individuals found on or through the Services (including without limitation any artists), including payment and delivery of goods, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction or personal interaction with any of these third parties. You agree that ArtSmiley shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that ArtSmiley is under no obligation to become involved.

19. RELEASE OF CLAIMS
    • You hereby release ArtSmiley, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of (i) having acquired or not acquired any Content through the Services.

20. MODIFICATION AND TERMINATION
OF SERVICES

• ArtSmiley reserves the right to modify, discontinue, terminate or suspend the Services without prior notice. This Agreement shall remain in full force and effect while you use any part of the Services. You may terminate your use of the Services or your membership at any time by following the instructions on the Services. ArtSmiley may terminate or suspend your access to the Services (and/or any feature thereof) or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Upon termination of your account, your right to access and use the Services and any Content will immediately cease.
• If ArtSmiley believes that, in your use of the Services, you may have: (i) created a fake account; (ii) engaged in disruptive, harassing, circumventive or abusive behavior; or (iii) otherwise breached these Terms of Use, ArtSmiley shall be entitled to suspend access to any funds that may be owed to you by ArtSmiley or any third party via the Services pending the outcome of applicable investigation procedures.

21. WAIVER AND SEVERABILITY
    • The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. ArtSmiley shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond ArtSmiley’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

22. ENTIRE AGREEMENT
    • You and ArtSmiley agree that this Agreement (including any terms or policies expressly incorporated herein) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.

23. NO AGENCY; NO ASSIGNMENT
    • This Agreement is not assignable, transferable or sublicensable by you except with ArtSmiley’s prior written consent. ArtSmiley may transfer, assign or delegate this Agreement and its rights and obligations without consent. Headings for each section have been included for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind ArtSmiley in any respect whatsoever.

24. SURVIVAL
    • All provisions of this Agreement that by their nature are intended to survive performance hereof by you or ArtSmiley, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability, shall survive the completion of the performance, cancellation or termination of this Agreement.

25. GOVERNING LAW AND DISPUTES
    • These terms and any dispute or claim arising out of or in connection with them or their subject-matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of UAE. You irrevocably agree to submit to the exclusive jurisdiction of the courts of the Dubai International Financial Centre in relation to all matters arising out of or in connection with these terms, or their subject matter or formation (including non-contractual disputes or claims).

26. COPYRIGHT DISPUTE POLICY
    1. ArtSmiley’s General Policy
       • ArtSmiley has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”) (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of ArtSmiley’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this Section. It is ArtSmiley’s policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; (2) notify the content provider, member or user that it has removed or disabled access to the material; and (3) remove and discontinue access by and service to repeat offenders.
    2. Procedure for Reporting Copyright Infringements
       • If you believe that material or content residing on or accessible through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:
       • A A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
       • Identification of works or materials being infringed;
       • Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that ArtSmiley is capable of finding and verifying its existence;
       • Contact information about the notifier including address, telephone number and, if available, email address;
       • A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law; and
       • A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
    3. Procedure to Supply a Counter-Notice to the Designated Agent
       • If the content provider, member or user believes that the material that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:
       • A physical or electronic signature of the content provider, member or user;
       • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
       • A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
       • Content provider’s, member’s or user’s name, address, telephone number, and, if available, email address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s or user’s address is located, or if the content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which ArtSmiley is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
       • If a counter-notice is received by the Designated Agent, ArtSmiley may send a copy of the counter-notice to the original complaining party informing that person that ArtSmiley may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at ArtSmiley’s discretion.
    4. Designated Agent to Receive Notification of Claimed Infringement
       • Please contact ArtSmiley’s Designated Agent to Receive Notification of Claimed Infringement at the following address: DSO-THUB2-DTEC-2-FXD-G-030,Dubai Silicon Oasis, Dubai UAE.

27. QUESTIONS
    • If you have any questions or notices of violation of this Agreement, please contact the editor of the website or service in question, or send an email to contactus@artsmiley.com .