The Agora Culture
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 Terms of Purchase, 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 Escrow Terms, 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.
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.
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 firstname.lastname@example.org 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.
Disclaimer of Warranties; Limitation of Liability
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.
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 thisAgreement 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 email@example.com, or write us at 8300 Greensboro Drive Suite 800, McLean, VA 22102