Marketplace Submission

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    Please enter a value greater than or equal to 1.00.
  • (e.g. 1400 x 1500)
  • (e.g. 2013)
  • (Please include units e.g. lbs, oz.)
  • (e.g.Currently included in an exhibition, etc)
  • The Agora Culture
    Seller Agreement
    EFFECTIVE DATE: April 21, 2014

    This Seller Agreement (this “Agreement”) governs the terms under which The Agora Culture LLC(the
    “Company” or “we” or “our” or “us”) will permit you to offer your works of art and other property
    (“Works”) for sale on the theagoraculture.com website [and related mobile application] (collectively, the
    “Site”). By listing a Work for sale on the Site, you accept and agree to be bound by this Agreement.
    Please read this Agreement carefully before participating in any sale. This Agreement supplements the
    , which governs the relationship between the Company, the seller and the buyer
    regarding a purchase of a Work on the Site, as well as the , which describes the terms
    under which we hold the sale price paid by the buyer relating to any purchase of a Work on the Site. In
    the event that there is a conflict between the terms of this Agreement and the Purchase Agreement or
    the Escrow Terms, the terms of the three agreements will be control in the following order: this
    Agreement, the Escrow Terms and the Terms of Purchase.

    Basic Terms

    Artists: You may only list for sale on the Site Works that your create. You may not list Works created by
    others.

    Galleries: You may only list a Work for sale on the Site if you have been granted the right to sell the
    Work, including the right to sell the Work online by the artist who created it.
    In order to list a Work for sale on the Site, you are required to comply with all Instructions for Listing your
    Works, including providing all requested information as part of the listing process (“Listing Information”)
    and designating us either as an exclusive or non-exclusive agent for the sale of the Work. You hereby
    grant us the right to exhibit and market for sale each Work that you list on the Site. For purposes of
    listing and exhibiting any Work for sale on the Site, and otherwise promoting the Site and the services
    provided through the Site, you hereby grant us a worldwide, royalty-free, transferable, nonexclusive,
    right and license, with a right to sublicense, to use, reproduce, distribute, publicly perform, publicly
    display, crop, resize and create derivative works from copies of the Work in any form, medium or
    technology now known or later developed.

    Payment

    There are no fees for listing a Work on the Site. In the event that the Work you list on the Site is sold,
    you agree to pay us the following commissions:
    If you have designated us as the exclusive agent to sell the Work, you shall pay us a commission equal
    to 20% of the final sale price of the Work[,excluding any sales tax payable on the sale].
    If you have designated us as a non-exclusive agent to sell the Work, you shall pay us a commission
    equal to 30% of the final sale price of the Work[, excluding any sales tax payable on the sale].
    You hereby permit us to deduct all payments owed to us for the sale of any Works from amounts we
    hold in escrow immediately before paying the sales price for a Work over to you in accordance with the
    Terms of Purchase and the Escrow Terms.
    If you are a gallery, the Company has no responsibility to pay the sales price for any of your Works sold
    on the Site to any party but you. You shall be solely responsible for paying any amounts to the owner of
    the Work. You hereby agree that you will indemnify, defend and hold harmless the Company and each
    of its officers, directors, members, consultants, agents and employees from any and all losses,
    damages, costs, fees and expenses, including, without limitation, reasonable attorneys fees and
    expenses, arising out of any claim for amounts owed to the owner of the Work as a result of its sale on
    the Site.

    Responsibility for the Works

    You are responsible for all Works that you list for sale on the Site. Accordingly, you represent and
    warrant for any Work listed for sale on the Site (i) if you are an artist selling your Work, that you are the
    original creator of the Work and the sole and exclusive owner of all rights in the Work, including the right
    to sell the Work on the Site; (ii) if you are a Gallery, that you have the right to sell the Work on the Site;
    (iii) that the Work and the exhibiting of the Work, including the use on the Site of any copy of, or
    information concerning, the Work or any information concerning the creator of the Work, will not infringe
    any patent, trademark, copyright or moral right, misappropriate any trade secret or infringe or violate any
    other right of any other person; and (iv) that all Listing Information is true, correct and accurate in all
    material respects. In the event that any inaccuracies in Listing Information relating to your Work results
    in an increase in shipping costs or sales taxes relating to the Work the amount of such increase shall be
    deducted from the sale price paid by the buyer for that Work prior to payment of any amounts owed to
    you in connection with such sale.

    Sale and Shipping

    If you designate the Company as a non-exclusive agent for the sale of a Work, and the Work is
    subsequently sold through any means other than the Site, you will notify us via an e-mail address to
    sales@theagoraculture.com within 24 hours of such sale.
    The Company will notify you that a buyer has agreed to purchase your Work within 48 hours after the
    buyer has agreed on the Site to purchase the Work. Each notice (a “Purchase Notice”) will be made via
    e-mail to the e-mail address you provide in the Listing Information. In our notice to you, we will include
    information to make arrangements to ship the Work.
    All packing and shipping of Works sold on the Site will be carried out by shipping companies we
    engage. All fees for shipping and handling and related charges, including insurance, will be paid by the
    buyer in accordance with the Terms of Purchase. You must make each Work sold through the Site
    available, in “for sale condition,” for packing and shipping to the buyer of the Work within 5 days after
    the date of the Purchase Notice relating to the Work.
    Each contract for the sale of your Work is a contract between you and the buyer of that Work and not
    between you and the Company. The Company does not take possession of any Work sold on the Site.
    Each Work is delivered directly from the seller of the Work to the buyer of the Work. Although the
    Company arranges for packing and shipping of the Work to the buyer, the Company shall have no
    liability to you for the delivery of the Work to the buyer. You bear full risk and responsibility for the Work
    until physical possession of the Work is transferred to the buyer or to the buyer’s agent or carrier, at
    which time full risk of loss or damage to the property will shift to the buyer. You are responsible for
    taking steps to insure and protect the Work in “for sale condition” until the Work is accepted for delivery
    by the shipping company.

    Termination

    This Agreement may be terminated by the Company or by you at any time upon 14 days’ notice. If we
    terminate this Agreement, we will send a notice of termination to the e-mail address contained in the
    Listing Information. If you seek to terminate this Agreement, you must send an e-mail to us at [e-mail
    address] specifically stating that you are terminating this Agreement. Termination of this Agreement will
    not affect any sales of your Work that are in progress at the time of such termination and you must
    continue to comply with this Agreement as well as the Terms of Use, the Terms of Purchase and the
    Escrow Terms in connection with any such sale of your Work if a buyer has agreed to purchase the Work
    prior to the effective date of termination. Promptly after any termination of this Agreement, we will
    remove all listing of your Works from the Site.

    Disclaimer of Warranties; Limitation of Liability

    WE DO NOT REPRESENT OR WARRANT THAT ANY WORK LISTED ON THE SITE WILL BE SOLD OR
    THAT ANY SALE WILL BE CONSOMMATED. THIS DISCLAIMER IS IN ADDITION TO ALL
    REPRESENTATIONS AND WARRANTIES WE DISCLAIM IN THE TERMS OF USE AND THE TERMS OF
    PURCHASE, EACH OF WHICH ARE HEREBY INCORPORATED BY REFERENCE IN THIS AGREEMENT.
    IN NO EVENT SHALL OUR LIABILITY TO YOU IN CONNECTION WITH THE SERVICES PROVIDED
    UNDER THIS AGREEMENT AND ON THE SITE, WHETHER IN CONTRACT, TORT OR OTHERWISE,
    EXCEED [$50].

    Indemnity

    You will indemnify, defend and hold harmless the Company and its officers, directors, members,
    consultants, agents and employees from any and all loses, damages, costs, fees and expenses,
    including, without limitation, reasonable attorneys fees and expense, arising out of the listing or sale of
    your Work on the Site.

    Law and Jurisdiction

    This Agreement and the rights and obligations of the parties under this Agreement will be governed by
    and construed and enforced in accordance with the laws of the Commonwealth of Virginia, U.S.A.,
    excluding any conflicts of laws principles. You agree to submit to the exclusive jurisdiction of the state
    courts of, and the federal courts sitting in, Fairfax County, Virginia, U.S.A. to resolve any claim or dispute
    arising out of or related to this Agreement or any sale conducted in whole or in part on the Site. The
    United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to
    this Agreement or any sale conducted in whole or in part on the Site.

    Changes to this Agreement

    We reserve the right to change, modify, add or remove any part of this Agreement, at any time and in our
    sole discretion, by posting the updated Agreement on the Site. Any changes to this Agreement will be
    effective immediately when posted, and you should review this Agreement carefully before listing any
    Work on the Site. Changes to this Agreement will not apply to any transaction, claim or dispute that
    arose before such changes became effective, all of which will remain subject to the terms and conditions
    of this Agreement in effect at the time that such transaction, claim or dispute arose. Please save and/or
    print a copy of this Agreement for your records.

    General

    This Agreement, together with any other applicable terms, conditions and information made available on
    the Site, constitutes all of the terms and conditions on which you may list Work for sale on the Site. If
    any part of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable
    for any reason, that part will be limited or removed to the minimum extent necessary, and this
    Agreement will otherwise remain in full force and effect. Our delay or failure to exercise or enforce any
    right or provision of this Agreement will not be deemed a waiver of that or any other right or provision of
    this Agreement. This Agreement is binding on your successors and assigns, but you may not assign this
    Agreement without prior written consent from us. This Agreement will inure to the benefit of our
    successors and assigns. The paragraph and section titles in this Agreement are for convenience only
    and have no legal or contractual effect.

    Contacting the Company
    If you have any questions or inquiries about this Agreement, please email us at
    support@theagoraculture.com, or write us at 8300 Greensboro Drive
    Suite 800, McLean, VA 22102

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