TERMS OF SERVICE
The purpose of these terms is twofold. First, Posted, LLC dba Posted Prints (“Posted Prints” or “we”) desires for the sellers (“Sellers”) with whom we work to understand their rights and responsibilities related to the products purchased or accessed by Posted Prints Users. Second, we want those accessing, browsing or purchasing products through Posted Prints (the “Users”) to understand their rights and responsibilities related to their activities and purchases and, further, to respect the copyright and other intellectual property rights of Sellers in all works accessed or purchased on Posted Prints. Whether you are a Seller, a Posted Prints User, or both, please review these terms of service (the “Terms”) carefully so that you understand your rights and responsibilities.
Before you use any Posted Prints services or make your content available on Posted Prints, you must agree to these Terms. Using Posted Prints services, creating an account, or making your content available on Posted Prints is confirmation that you accept these Terms. Please be advised that these Terms constitute a legal agreement between you and Posted Prints.
If you are a Seller making your product available to the public on Posted Prints, you are responsible for knowing and abiding by the laws that are applicable to you. When you post your work on Posted Prints, you are representing to Posted Prints and Posted Prints’ Users that the work is your own, and you are representing and warranting that (1) you are not infringing on the rights of any other persons, (2) there are no other persons who can make a claim to any interest in the product; and (3) you are not violating any laws by making the product available or selling the product on Posted Prints. As described in further detail hereinbelow, you agree to indemnify Posted Prints for any claims that may be asserted against Posted Prints because of your breach of the foregoing representations and warranties
"You" means you individually. If you are accepting these Terms on behalf of a corporation, limited liability company, or other legal entity, “You” means that legal entity and you individually. You represent and warrant that you are at least 18 years of age and, if you are entering into these Terms on behalf of a legal entity, you have the authority to bind such legal entity. IF YOU DO NOT MEET THESE REQUIREMENTS OR DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE POSTED PRINTS SERVICES, CREATE A POSTED PRINTS ACCOUNT OR OFFER YOUR PRODUCTS FOR SALE ON POSTED PRINTS.
The Products and Intellectual Property Policies
You understand that all products submitted, posted, accessed, offered for sale, purchased, or sold through Posted Prints (the "products") are protected by copyright and other intellectual property laws. You understand that you may access and purchase products from a variety of Posted Prints Sellers and that Posted Prints is not responsible for verifying or pre-screening any products, or the ownership of any products, offered through Posted Prints. The Sellers are responsible for representing that they have the right to post and sell the products; and the Users rely on the Seller’s representations at the User’s own risk. Posted Prints has no knowledge of the validity of these rights, and makes no representations regarding them.
Note that Posted Prints does not censor its Sellers. As a User, you may access products that you find offensive or objectionable. You assume this risk when you access the products.
Furthermore, there may be descriptions on Posted Prints related to the product’s quality, size, or other descriptive factors. Posted Prints makes every effort to keep information accurate and up-to-date. However, as a User, you cannot rely on the information, as it will not always be accurate or up-to-date.
As a User, you agree to waive any legal or equitable rights or remedies you may have against Posted Prints with respect to the foregoing.
Sellers who offer or sell products on Posted Prints reserve all rights they may have to said products. When you, as an Seller, offer to sell your products on Posted Prints, you hereby grant Posted Prints a permanent, worldwide, royalty-free, nonexclusive, assignable license, with right of sublicense, to use, publicly display, publish, reproduce, and distribute the product in any format or medium now known or later developed for the purpose of promoting your products.
As a reminder, when you use Posted Prints, you are representing and warranting that you own or have obtained all required rights to the products, including those rights required for you to display, offer for sale, and sell the products on Posted Prints. You represent and warrant that by offering to sell or selling your products on Posted Prints, you are not infringing upon the rights of any other person, and you are abiding by all applicable laws. Posted Prints and its Users are relying on your representation and warranty, and, as further described hereinbelow, you agree to indemnify Posted Prints and its Users for any claims or damages Posted Prints or its Users may incur because of your misrepresentation or breach of the foregoing warranty.
Posted Prints reserves the right to refuse to offer any products for sale, in its sole discretion. Posted Prints also reserves the right to no longer offer your products for sale to its Users, in its sole discretion. Posted Prints may cancel your account at any time in its sole discretion.
Procedure for Reporting Infringements of Copyright:
Posted Prints does not tolerate infringement of copyrights or other intellectual property rights. If you believe in good faith that any products made available through Posted Prints infringes upon your intellectual property rights, you may submit a notice of claimed infringement to Posted Prints (a "NOCI") by providing the following information in writing to the Posted Prints designated Intellectual Property Rights Agent ("Designated Agent"):
(a) a physical or electronic signature of a person authorized to act on behalf of the copyright owner;
(b) identification of the copyrighted work claimed to have been infringed;
(c) identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled as well as information reasonably sufficient to permit Posted Prints to locate the material;
(d) information reasonably sufficient to permit Posted Prints to contact the complaining party, such as an address, telephone number and, if available, an email address;
(e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
(f) a statement that the information in the notification is accurate, and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Posted Prints’ Designated Agent can be contacted at the following address:
Posted, LLC dba Posted Prints
Attention: Designated Agent
Address: 2789 SW Titleist Circle, Corvallis, Oregon 97333
Phone number: 541.740.0213
You should be aware that, under the DMCA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the wrongfully accused material, court costs, and attorneys’ fees. Further, you acknowledge that if you fail to comply with all of the above notice requirements of this Section, your NOCI may not be valid.
When a complete and proper NOCI is received by the Designated Agent, it is Posted Prints’ policy to expeditiously investigate the claim and take appropriate action, as determined by us in our sole discretion. Such action may include without limitation: (1) removing or disabling access to the product identified in the NOCI; (2) notifying the applicable User that we have removed or disabled access to such material; (3) cancelling orders for products that include the material identified in the NOCI; or (4) terminating such User’s account.
If you, as the Seller, believe that the product is not infringing, or if you believe you have obtained all required rights from their owners, you may send a counter-notice containing the following information to the Designated Agent:
(a) a physical or electronic signature;
(b) 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 access to it was disabled;
(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
(d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal district court for the federal district in which you are located, and that you will accept service of process from the complainant.
If a counter-notice is received by the Designated Agent, Posted Prints may send a copy of the counter-notice to the original complaining party informing the complaining party of the action that Posted Prints may take in response to the counter-notice.
User and Seller Conduct
While using the Posted Prints services, you agree to:
- Provide, maintain and update your account information. Your account information must be accurate, up-to-date, and complete. Your account is personal to you. You have no right to assign your account to another person;
- Comply with all of the Terms;
- Pay any amounts due to Posted Prints or Posted Prints’ Sellers, as the case may be, at the time said payments are due, and in the manner specifically required by Posted Prints;
- Deliver any products when requested by Posted Prints, in the manner requested by Posted Prints;
- Never distribute viruses or any other technologies that may harm Posted Prints, its Users or its Sellers; and
- Never infringe upon Posted Prints’ rights, or the rights of any Posted Prints’ Sellers or Users, including but not limited to intellectual property rights.
Posted Prints services are controlled and offered from its facilities in the United States of America and data related to the Posted Prints Services is hosted in the United States. If you access or use Posted Prints from other jurisdictions, you do so at your own risk. Posted Prints makes no representations that the Posted Prints services are appropriate or available for use in other locations. You are responsible for knowing and complying with the laws of your jurisdiction.
Creating an Account
If you are a Seller, to offer or sell your products on Posted Prints, you must create a Posted Prints account. No individual is permitted to use another Seller’s or User’s Posted Prints account. You are solely responsible for all the activity that occurs through your account, regardless of whether such activities are authorized. You may be liable for the losses of Posted Prints or others due to such unauthorized use. It is your responsibility to keep your account information secure. Posted Prints may require you to change your username and password from time to time, at its sole discretion. You acknowledge that have no proprietary or property interest in your username or account.
You acknowledge that have no privacy interest in your account information. You acknowledge and agree that Posted Prints may access, retain and disclose your account information if required to do so by law or in a good faith belief that such access, retention or disclosure is reasonably necessary to protect its rights or the rights of others.
Fees and Services
For specific information related to your fees, Sellers should consult Seller’s individual Seller Form. Posted Prints will provide the Seller Form to each Seller. Sellers will receive payment on the first of each month within forty-five (45) days of the time of sale. By way of example, if a sale occurs on May 25th, Seller will be paid on July 1. Additional terms appear on the Seller Form, and those additional terms are incorporated herein as if fully set forth herein. You agree to abide by the terms in the Seller Form. You further agree and acknowledge that Posted Prints reserves the right to change the terms in the Seller Form from time to time, at its sole discretion, and you will be bound by the terms as they appear on the Seller Form at the time the Seller Form is supplied to you. Posted Prints may also choose to temporarily change its fees for promotional events or new services. Any changes to fees will be effective after Posted Prints provides you with at least fourteen (14) days’ notice in the manner set forth hereinbelow.
Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes, including any sales taxes, associated with your use of Posted Prints services and sale of products.severabiliyu
DISCLAIMER OF WARRANTIES AND LIABILITY
POSTED PRINTS SERVICES ARE NOT GUARANTEED. THE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE", “WHERE IS” AND WITH ALL FAULTS. ACCESS TO POSTED PRINTS SERVICES MAY NOT BE RELIABLE, ERROR-FREE, OR SECURE. SELLERS AND USERS USE THE SERVICES OFFERED BY POSTED PRINTS AT THEIR OWN RISK.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, POSTED PRINTS DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF INFORMATION, QUIET ENJOYMENT, NONINFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.
POSTED PRINTS IS NOT AND SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE POSTED PRINTS SERVICES.
YOU HEREBY WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST POSTED PRINTS ARISING OUT OF YOUR USE OF THE POSTED PRINTS SERVICES.
NOTWITHSTANDING THE FOREGOING, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE TOTAL FEES YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION OR INACTION GIVING RISE TO THE LIABILITY, AND IF SUCH FEES ARE LESS THAN $100, THEN THE LIABILITY SHALL BE $100. THE FOREGOING AMOUNT REPRESENTS AGREED-UPON LIQUIDATED DAMAGES. YOU AGREE THAT DAMAGES IN THE EVENT OF LIABILITY CANNOT BE ACCURATELY MEASURED AT THE PRESENT TIME AND THE LIQUIDATED DAMAGES AGREED TO HEREIN CONSTITUTE A REASONABLE ESTIMATE UNDER THE CIRCUMSTNACES OF, AND ARE IN FULL SATISFACTION OF, ALL DAMAGES SUSTAINED IN THE EVENT OF AN ACTION OR INACTION GIVING RISE TO LIABILITY.
IN THE EVENT ANY OF THE FOREGOING PROVISIONS ARE INTERPRETED AND APPLIED WITHIN A JURISDICTION THAT DOES NOT ALLOW SAID DISCLAIMERS OF WARRANTIES AND LIABILITIES TO THE EXTENT PROVIDED HEREIN, THE PARTIES AGREE THAT THE DISCLAIMERS OR WARRANTIES AND LIMITATIONS ON LIABILITY SHALL BE APPLIED TO THE MAXIMUM EXTEND ALLOWED BY LAW.
You acknowledge that any agreement you make with another party, including but not limited to a Posted Prints Seller or User, through Posted Prints or otherwise, is strictly an agreement between you and the other party. If you have a dispute with another such party, you hereby release Posted Prints (and its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, liabilities, demands and damages (actual and consequential) of every kind and nature, known or unknown, arising out of or in any way connected with such dispute. You agree that Posted Prints has no control over and does not guarantee the delivery of the products that can be purchased by Users from Sellers using Posted Prints services. Likewise, Posted Prints has no control over payments that may be owed but not paid by Users or other persons. As such, Posted Prints shall be released from any and all damages resulting from the failure of any User to make payment, or the failure of any Seller to deliver the Seller’s product.
Posted Prints Intellectual Property
You have no right to use Posted Prints trademarks. Further, all intellectual property rights in the Posted Prints services, including without limitation, the software and systems underlying the Posted Prints services, and all text, graphics, logos, icons, sound recordings and software, are owned by or licensed to Posted Prints and Posted Prints reserves all rights to them. You agree that you will not use any means to access such intellectual property rights for any purpose without Posted Prints’ express written permission.
Additionally, you agree that you will not:
- interfere or attempt to interfere with Posted Prints’ business activities;
- interfere or attempt to interfere with Posted Prints’ ability to offer services to its Sellers and Users;
- access or attempt to access Posted Prints’ trade secrets, non-public information, or propriety information; or
- access or attempt to access the trade secrets, non-public information, or proprietary information of Posted Prints’ Sellers or Users.
You acknowledge that you have no privacy right to the information that you provide to Posted Prints. Posted Prints has no obligation to keep the information that you provide secure. Notwithstanding the foregoing, Posted Prints uses your information only as necessary to provide services to its Sellers and Users. If you object to this policy, you acknowledge and agree that your sole remedy is to terminate your Posted Prints account and cease using Posted Prints’ services.
Termination of Account
Posted Prints may suspend or terminate your access to all or any part of the Posted Prints services or your account at any time, with or without cause or notice, at its sole discretion.
You may also terminate your account at any time, and you may terminate your use of Posted Prints services at any time.
Regardless of whether you or Posted Prints terminates your account, certain terms in these Terms shall survive the termination of the account and continue in full force and effect, including those terms that by their nature and context are intended to survive termination, including, without limitation, those terms related to representations, disclaimers of warranties, property rights, indemnification, limitations on liability, and liquidated damages.
Without limitation of the foregoing, Posted Prints shall have the right to retain copies of your products for legal purposes following termination of your account.
Modifications to the Posted Prints Services and Terms
Posted Prints reserves the right to, but shall have no obligation to, monitor, modify or discontinue the Posted Prints services, and delete any products, at any time and without notice, in its sole discretion.
Posted Prints reserves the right, at any time and in its sole discretion, to change these Terms, in whole or in part, by notifying you as described in the Notice provisions below. You are responsible for reviewing and complying with the Terms in effect at the time you use the Posted Prints services. You acknowledge that you will be bound by the revised Terms as of their effective date set forth therein and your continued use of the Posted Prints Services constitutes acceptance of the revised Terms.
You will indemnify and hold Posted Prints (and its officers, directors, agents, subsidiaries, joint ventures and employees) harmless from and against any and all claims, demands, liabilities, damages, losses, fines, and expenses (including but not limited to, reasonable attorneys' fees (using attorneys reasonable acceptable to Posted Prints) and other professional fees and costs of investigation), arising from or in any way related to (a) your products or your use of the Posted Prints services, including without limitation, your sale of any products; (b) your (or anyone using your account’s) breach of these Terms; or (c) your violation of any law or the rights of any third party, including without limitation, any intellectual property rights or privacy rights. You may not settle any claim in any manner that binds Posted Prints without our express prior written consent. Posted Prints may withhold any amounts due to you pending the resolution of any claim subject to this indemnity and may apply such amounts to the resolution of such claim.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
Except as explicitly stated otherwise, all notices required from you under these Terms must be sent to Posted Prints via email at email@example.com or to any other address(es) specified by Posted Prints from time-to-time. Legal notices shall be served on Posted Prints’ registered agent in the State of Oregon.
Posted Prints will provide you with notices about changes to the Posted Prints’ services or these Terms by posting them on its website or by sending an email to the email address that you provided to Posted Prints when creating your account. Legal notices shall also be provided to you at such email address or to the mailing address that you provided to Posted Prints when creating your account. Email notices shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. In the case of mail, notices shall be deemed given three days after the date of mailing if the recipient is in the State of Oregon, and seven days after mailing if the recipient is located outside the State of Oregon.
If any provision within these Terms is deemed to be invalid or unenforceable in any respect for any reason, the validity and enforceability of such provision in any other respect and of the remaining provisions of these Terms will not be impaired in any way.
Governing Law; Jurisdiction; Venue.
These Terms shall be governed in all respects by the laws of the State of Oregon, without regard to conflict of laws principles. You agree that any claim or dispute you may have against Posted Prints must be resolved in Benton County Circuit Court located in the state of Oregon, or in the U.S. District Court District of Oregon. You agree to submit to the personal jurisdiction of the courts located within the state of Oregon for the purpose of litigating all such claims or disputes and waive any objection to such jurisdiction.
Any dispute or claim that arises out of or that relates to Posted Prints’ services or these Terms, or to the interpretation or breach thereof, or to the existence, validity, or scope of these Terms, shall be resolved by final, binding, arbitration in accordance with the then effective arbitration rules of (and by filing a claim with) Arbitration Service of Portland, Inc., and judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. YOU UNDERSTAND AND AGREE THAT YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY AND TO ANY APPEAL OF SUCH ARBITRATION AWARD.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be removed from the Terms and the remaining provisions shall be enforced. We may assign these Terms and our rights and obligations under them upon notice to you as provided herein. If we fail to enforce any provision of these Terms or fail to exercise any rights under applicable laws on any one or more occasions, such action or inaction shall not constitute a waiver of any of those provisions or rights on any other occasions.