STUDENT ARTIST TERMS AND CONDITIONS

This Student Artist Terms and Conditions (“Agreement”) between the Student Artist listed above (“You” or “Student Artist”) and Prep My Art, LLC (“Company”) and its affiliates, along with the Terms of Use and Privacy Policy, and any other site terms and conditions applicable to Student Artist, together sets forth the agreement between the parties.

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS AS THEY GOVERN YOUR ACCESS TO AND USE OF THIS SITE AND ANY SERVICES, MATERIALS, OR INFORMATION AVAILABLE THROUGH THE SITE.

Definitions

“Account” means a registered online profile that may be required to access non-public member areas of the Site, and may require both a username and a password, as well as valid name, email, address, payment information, and/or any other required identifying information.

“Adjudicator” refers to the person who views the submitted Samples and provides feedback.

“Agreement” means these “Student Artist Terms and Conditions,” any terms or conditions applicable to the Student Artist, any Site policies located on www.PrepMyArt.com and its related pages, and all applicable documents, policies, terms, or conditions provided to the Student Artist.

“Sample” refers to any visual, written, audio, electronic, or other type of recording or material which a Student Artist submits for the purposes of review and feedback.

“Services” means the Samples submitted by Student Artist that are reviewed by Adjudicator(s) and returned with feedback.

“Site” means www.PrepMyArt.com and any related or associated pages or sub-pages.

“Student Artist” refers to the person who submits a Sample for Review.

“Review” means the submitted Sample which is viewed and returned to the Student Artist with notes or other feedback. 

 

  1. FEEDBACK SERVICES. Student Artist may submit Samples for review by Adjudicator(s) using the Site and via Student Artist’s account. These Samples submitted by Student Artist will be reviewed by Adjudicator(s) and returned with feedback (“Services.”) Student Artist also certifies they have been granted all right, title and interest in any Sample they submit and/or any content included within the Sample, and that the Sample does not infringe upon the rights of any third parties.

 

  1. STUDENT ARTIST ONLINE ACCOUNT. Student Artist may only utilize the Site and Services with a valid Account, which may require both a username and a password, as well as valid name, email, address, payment information, and/or any other required identifying information. Student Artist is responsible for maintaining and updating this information with the latest and most accurate information. The Account may only be used by the Student Artist and the Student Artist may not give or otherwise provide access to anyone else for any use, except as permitted in writing by Company.

 

  1. Payment will be charged per Review completed at the current rate in place and provided in the online portal prior to submittal of Sample. A valid and current credit card is required to maintain a Student Artist online account.

In the instance of lack of payment, Student Artist shall be liable for any costs associated with collection of payments owed, including without limitation, legal costs, attorneys’ fees, court costs, and/or collection agency fees.

  1. Student Artist agrees that the terms and conditions of this Agreement shall be confidential, and that Student Artist shall take all steps reasonably required to preserve the confidentiality and privilege of all information provided to or by Student Artist.

 

  1. TERM AND TERMINATION. This Agreement and your right to use the Site and utilize the Services will take effect at the moment you click “I ACCEPT” OR you install, access, or use the Site and is effective until terminated as set forth below.

Company reserves the right at any time to terminate Student Artist’s Account and/or use of the Services, including without limitation if: (i) Student Artist’s Account is inactive and/or not in good standing, including any failure to comply with any payment obligations; (ii) Student Artist violates this Agreement, or any Company policies, including any and all discrimination, harassment, or other inappropriate behavior, determined in the sole discretion of Company; (iii) there is actual or potential to damage, disparage, or otherwise negatively impact Company and/or other Users; or (iv) Student Artist fails to comply with any applicable law, regulation, or company policy.

Student Artist may terminate this Agreement at any time by ceasing use of the Site, but all applicable provisions of this Agreement will survive termination, including as identified below. The provisions concerning Company’s intellectual property, proprietary rights, indemnity, disclaimers of warranty, limitation of liability, dispute resolution, waiver of jury trial and governing law will expressly survive the termination of this Agreement for any reason. Any Services completed prior to termination remain due and owing in accordance with any Student Artist terms and conditions, including policies in place at the time of termination. Upon termination, Student Artist must destroy all copies of any aspect of the Site in their possession. 

 

  1. INTELLECTUAL PROPERTY. Any information, content, or materials available through the Site and all copyrights, trade secrets, and all other intellectual property, unless otherwise indicated, are owned by Company. Company, the Company logo, and all other names, logos, and icons identifying Company and its programs, products, and services are proprietary trademarks and intellectual property of Company, and any use of such marks, without the express written permission of Company is strictly prohibited. Nothing under this Agreement shall be construed as rights in or to any intellectual property of Company.

Student Artist acknowledges and agrees that they have obtained and maintain any and all licenses and/or permission to use any and all of the intellectual property contained in the Sample in any manner and agrees to indemnify Company regarding the same. Student Artist further represents to Company that (a) it has all necessary rights and consents to allow Company and its agents, contractors, or employees, to use the Sample as contemplated under this Agreement and (b) no third party has claimed that its intellectual property rights that would be infringed or misappropriated by Company’s use of the Sample as contemplated by this Agreement.

In addition, any Sample submitted or otherwise provided through the Site by Student Artist will be deemed to be provided with a royalty-free, perpetual, irrevocable, worldwide, transferable, non-exclusive right and license for Company to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such Sample without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and Student Artist hereby waives any claim to the contrary. 

 

  1. TRUTHFULNESS AND ACCURACY. Student Artist must provide truthful and accurate information at all times when using the Site. If a Student Artist submits or otherwise provides false, inaccurate, untrue, or incomplete information, Company reserves the right to immediately terminate their access to and use of the Site and related Services.

 

  1. NO AGENCY OR PARTNERSHIP. Student Artist and Company are independent contractors and neither shall have the power, nor will either represent that he, she or it has any power, to bind the other, or to assume, or to create any obligations or responsibilities, express or implied, on behalf of the other or in the other’s name.

 

  1. GOVERNING LAW. The definition of terms used, interpretation of this Agreement and rights of all parties shall be construed under and governed by the laws of the State of Michigan.

 

  1. DISPUTE RESOLUTION. Both parties agree that in the event a dispute should arise under this Agreement or relating in any way, excluding Student Artist’s payment obligations, the parties shall initially try to resolve their dispute informally and in good faith. If the parties are unable to resolve their dispute informally, the parties agree to attempt to mediate their dispute using a third-party mediator within thirty (30) days of either: (i) the date the dispute initially arose or (ii) after notice of the dispute was given to the other party, whichever is later. All mediation proceedings shall be confidential, and no information exchanged in such mediation shall be discoverable or admissible in any litigation involving the parties.

 

  1. WAIVER OF JURY TRIAL AND LIMITATIONS PERIOD. Student Artist and Company agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. Any claim Student Artist might have against Company must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. 

 

  1. Student Artist agrees to defend, indemnify, and hold harmless Company and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from (i) any breach by Student Artist of this Agreement; (ii) any and all acts or omissions, willful misconduct, or fraud by Student Artist; and/or (iii) any actual or alleged infringement of patent rights, copyrights or other intellectual property rights.

 

  1. MODIFICATION, ADDITIONAL TERMS, AND NOTICES. These terms may be modified from time to time. Additional notices, policies, terms, and conditions may apply to membership, receipt of services, participation in a particular program, and/or Account registration, all of which are made a part of this Agreement by this reference. Student Artist agrees to abide by such other notices, terms, and conditions.  If there is a conflict between this Agreement and the terms posted for or applicable to a specific portion of the Site, the latter terms shall control with respect to your use of that portion of the Site. 

 

Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c) the day of sending by email. If to Student Artist, to the email address noted in Adjudicator’s online account. If to Company, to [email protected].

 

  1. NO WAIVER. Failure of Company to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver by Company of that or any subsequent default or failure of performance.

 

  1. Should any term or provision in this Agreement be deemed invalid, void, or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.

 

  1. ADJUDICATORS AND OTHER THIRD PARTIES. Company makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, or reliability, of any third-party agents (such as Adjudicators), including any feedback, actions, services or any other materials, programs, products, and services which such third-party agents may provide. Your correspondence or any other dealings with third parties through the Site are solely between you and such third party.  Accordingly, Company expressly disclaims responsibility and liability for all third party relationships or transactions contained on or accessed through the Site, and you agree that Company shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on or through the Site. 

 

  1. DATA SECURITY AND PRIVACY. Company is not responsible for the security of any information submitted or otherwise transmitted to or from the Site. Student Artist acknowledges that the Services include submitting Samples for review by third party Adjudicator(s). Company will endeavor to ensure the safety of the information provided, specifically by requiring Adjudicators to acknowledge they will use the information as permitted; however, Student Artist assumes any and all responsibility concerning activities related to their submittal of information and/or use of the Company Site.

 

  1. FORCE MAJEURE. Company shall not be considered in default of the performance of its obligations under this Agreement to the extent that the default arises out of and the performance is prevented or delayed by any Force Majeure, including but not limited to strikes, fires, accidents, pandemics, acts of God or other causes beyond the control of Company.

 

  1. COMPLIANCE WITH LAWS. By using the Site and Services, including without limitation signing up for an online account or otherwise engaging with Prep My Art in any way, Student Artist agrees to abide by all applicable local, state, national, and international laws and regulations.

 

  1. ENTIRE AGREEMENT. This Agreement, together with all terms and conditions and online policies applicable to Student Artist, constitutes the entire agreement between the parties with respect to the Services provided by Company. This Agreement supersedes, and the terms of this Agreement govern, any prior agreements with respect to the Services.

 

  1. NO WARRANTY. Student Artist understands and agrees that Company and any of its agents, contractors, employees, or affiliates neither warrant nor authenticate the reliability or accurateness of the information (including Adjudicator feedback), provided in the Services. Student Artist acknowledges and agrees that all data or information is provided “AS IS” without any warranties of merchantability or fitness for any purpose expressed or implied.

 

  1. LIMITATION OF LIABILITY. You expressly absolve and release Company from any claim of harm resulting from a cause beyond Company’s control, expressly including any action from an Adjudicator. Notwithstanding any other provisions of this Agreement, Company’s aggregate limitation of liability for any and all claims arising or allegedly arising as a result of the Services provided to Student Artist shall not exceed the payments paid by Student Artist for the Services under this Agreement during the previous twelve (12) month period prior to the Claim.

 

IN NO EVENT WILL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING LOSS OF PROFITS, OR LOSS OF BUSINESS, ARISING OUT OF OR RELATED TO THE PERFORMANCE OF THIS AGREEMENT OR THE SERVICES PROVIDED, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Student Artist hereby warrants, represents and agrees that it has the legal right, power and authority to enter into this Agreement.