CONTENT CONTRIBUTION AGREEMENT
Last modified: August 5, 2016
PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY. IT CONSTITUTES A BINDING LEGAL AGREEMENT BETWEEN YOU AND ARTARENA, LLC. This Content Contribution Agreement ("Agreement”) governs the terms by which you make your digital images (photographs and other artwork) available for licensing to third parties through the online marketplace located at www.ArtArena.com, and its affiliated websites and mobile applications (collectively the "Site”).
ArtArena LLC ("ArtArena”) operates the Site for primary purpose of bringing together the owners and users of artistic and photographic content. Content providers, or "Arttributors,” use ArtArena as their agent to make digital image files of their photos and art available for licensing. Consumers of photographs and artwork, from corporations to individuals ("users”), utilize the Site to search for and obtain a license to use Arttributors’ images.
AS AN ARTTRIBUTOR, WHEN YOU UPLOAD IMAGE FILES TO THE SITE FOR THE PURPOSE OF LICENSING THE IMAGE FILES TO A THIRD PARTY YOU ARE AGREEING TO THE TERMS OF THIS AGREEMENT (AS IT MAY BE MODIFIED OR AMENDED FROM TIME TO TIME). (Note: ArtArena also provides its members with the ability to store digital images of their artwork and photographs without making them available for licensing to Users. The terms of that service are found in the Site’s general Terms and Conditions.
IF YOU DO NOT AGREE TO THE FOLLOWING TERMS YOU WILL NOT BE ABLE TO PARTICIPATE AS AN ARTTRIBUTOR AND MAKE YOUR IMAGES AVAILABLE FOR LICENSING.
This Agreement also incorporates by reference the ArtArena Use Agreement and the License Agreement, and information provided by you during registration. You acknowledge that you have read, understand and accept the terms of the ArtArena Use Agreement and the License Agreement. In the event of a conflict between this Agreement, the ArtArena Use Agreement and the License Agreement, the order of preference will be this Agreement, then the License Agreement and then the ArtArena Use Agreement.
Becoming An Arttributor
In order to become an Arttributor you must already have or register for a valid ArtArena account. All of the terms and conditions applicable to the creation of an ArtArena account are and shall be deemed to be incorporated into this Agreement, including without limitation:
You represent and warrant that you are at least 18 years of age and that, if requested by ArtArena, at any time and in its sole discretion, you will provide proof of your age an identity sufficient for ArtArena’s purpose(s).
You are conforming and warranting that all of the information you have provided to ArtArena is complete and accurate, and you agree that you will promptly update and/ or correct any information that is not or becomes inaccurate or incomplete.
You acknowledge and agree that ArtArena is relying on the truthfulness and accuracy of the information you enter, and that providing false information or otherwise failing to correct or update erroneous information may result ArtArena terminating your participation as an Arttributor and/or your ArtArena account.
You may be required to create a screen name, password and provide an email that will identify you and your images on the Site. You agree that you will not select a screen name that (i) incorporates the trademark, service mark or trade name of a third party and/or does or is likely to cause confusion with the foregoing; and/or (ii) is obscene, vulgar or offensive. ArtArena, in its sole discretion reserves the right to refuse and/or deactivate any screen name that it determines is inappropriate.
You acknowledge and agree are solely responsible for any conduct and actions (or inaction) that takes place on your account and you will immediately notify ArtArena if you become aware of any unauthorized use of your account.
You are limited to one active ArtArena account. You agree you shall not create multiple accounts and will not submit identical images to more than one account.
Submission of Content
III. Model Releases
For the purpose of this Agreement "Content” means digital media of any kind or nature that incorporates photographic works (still and moving), illustrations, artwork, video and animations.
You agree that you shall not upload any Content that: (i) that is or may be illegal, obscene, lewd, lascivious, filthy, pornographic,excessively violent,harassing,or otherwise objectionable; (ii) that contains watermarks, marks, logos, names or identifiers including your name that are not permitted by ArtArena (iii) that violates the intellectual property rights (including copyright and trademark) of any third party; and/or (iv) that violates or may violate this Agreement or ArtArena policies.
You acknowledge and agree that ArtArena has the right, but not the obligation, to refuse to accept any Content that violates sub-section b. above, and that it may refuse to accept and/or takedown from the Site any Content, in its sole discretion,for any reason.
By uploading Content to the Site you acknowledge and agree that: (i) you are solely responsible for, and that ArtArena does not provide any assurance as to, the quality, title, or legality of such Content, and/or the truth or accuracy of any listings associated with the Content; (ii) Users paying a fee to license and download the Content may make broad use of such and, unless they otherwise agree with you, are under no obligation to inform ArtArena or you of the specific uses made of the Content; (iii) ArtArena has no obligation to monitor or track the usage of your Content by Users or any other person; and (iv) all Content is submitted is in accordance with the ArtArena guidelines, which you have read, understood and accepted.
You acknowledge and agree that you have read, reviewed and understand the terms of the StandART License Agreement and the ArtArena Extended License Agreement (the "License Agreements”), pursuant to the terms of which your Content will be licensed and used by Users. You also understand that once an image is licensed the price cannot be changed or revised.
You agree that you will provide a valid model and/or property release, in a form acceptable to ArtArena, for any Content that contains recognizable person(s) and/or depicts property with unique intellectual property rights. If a model/property release is not provided at the time of upload, you agree to provide it promptly upon request, and acknowledge and agree that without any such release ArtArena may reject the Content. You agree that you are solely responsible for obtaining and retaining all original model and or Property releases, and for maintaining complete and accurate model and/or property release records. Model releases should be electronically delivered with the uploaded Content. False, inaccurate or otherwise defective model or property releases constitute a material breach of this Agreement. A model or property release that contain terms that are inconsistent with this Agreement Art Arenas general terms and conditions are not acceptable. When you submit a model or property release you are warranting that it accurate and complete, and that ArtArena may use the relevant Content without obtaining any additional consents or permissions or the payment of additional fees to third parties.
IV. Grant of Rights
a. You hereby grant to ArtArena, during the term of this Agreement:
a.i. a nonexclusive, royalty-free, worldwide, transferable license to sublicense, use, reproduce, publish, exhibit, perform, publicly display, distribute, broadcast, transmit, and create derivative works of the Content in any manner and medium now existing or hereinafter created, for: (i)promotional print, digital, and online materials and promotional products that promote the Content and/or the services of ArtArena and its affiliates in any and all formats or media (including without limitation online) that exist and are hereafter devised; (ii) to rate, comment upon, and evaluate Content; (iii) add or amend keywords, titles, descriptions and metadata to the Content to enhance the User’s search experience, and (iv) as its discretion, digitally watermark the Content in both a visible and invisible manner.
a.ii. the right to grant Users a perpetual, nonexclusive, worldwide, non-transferable sublicense to use, reproduce, publish, exhibit, perform, publicly display, distribute, broadcast and transmit the Content, and to create derivative works of the Content, in accordance with the terms and conditions of one or both of the License Agreements. Users may exercise all the foregoing rights in any and all formats or media (including without limitation online use), whether now known or hereafter devised, throughout the universe, subject to their agreement with the terms of the relevant License Agreement(s).
a.iii. The right to make each individual images files within your content available as part of a bundled package of images, including bundles offered as part of a subscription offering in accordance with the terms of this Agreement.
b. You expressly agree that any license granted to Users with respect to Content that is subsequently removed from the Site will remain in full force and effect and will survive any removal of the Content form this Site and/or expiration or termination of this Agreement.
c. You grant ArtArena the right (but it shall not have any the obligation) to take commercially reasonable steps to protect the intellectual property right(s) embodied in the Content, including the right (but not the obligation) to independently pursue any User for damages or surrender of profits, including and accounting thereof, in the event of an infringement of copyright by such User.
d. You expressly waive any moral rights or artist authorship rights in the Content that you would otherwise have under the Copyright and Related Rights Act 2000 or similar laws of any jurisdiction.
V. Removal of Content
You may request the removal of Content from the Site at any time and ArtArena will take commercially reasonable steps to have the Content removed within seven (7) business days; provided however, Content may persist in a User’s shopping cart for up to thirty (30) days, and if purchased by a User, will remain available for download and sublicensing by such User for a fifteen (15) day period. You acknowledge and agree that ArtArena, its affiliates and partners may continue to license the Content in accordance with this Agreement until the Content is so removed. You also acknowledge that Content which has been sub-licensed to a User prior to removal from the Site will remain available to the User in accordance with the terms of the License Agreements.
VI. Payment and Reporting
a. You must maintain a valid ArtArena account with an approved payment processing vendor in order to receive payment accordance with the terms and conditions set forth on its website. If you qualify as "U.S. Person” as defined by the United States Internal Revenue Service ("IRS”), you may be required to submit a completed Form W-9 prior to any payment being made.
b. You acknowledge and agree that the pricing for each individual image file included in your Content is determined by You (at the time you uploaded the Content or thereafter) and that the pricing may vary by the licensing right selected by User at time of purchase. You further acknowledge that ArtArena establishes certain minimum pricing for each License Agreement, which it may amend at its sole discretion, at any time, for any or all Content submitted to ArtArena.
c. ArtArena will remit to royalty payment for in accordance with the royalty fee schedule defined on the Site. However you understand and agree that if selling your image under the ArtArena Extended License, then ArtArena may sell your images on other printed mediums and your royalty payment is on the image only.
d. ArtArena has the right to amend the royalty schedule at any time and in its sole discretion during the term of this Agreement. Your sole remedy in the event you do not agree to the revised royalty schedule is to terminate your Arttributor account.
e. License fees due may be reduced by returns, refunds, and credits paid to Users, marketing or referral fees paid to affiliates, distribution fees for third party sites, any withholding tax deducted from international payments by partners or third parties, fees payable to financial institutions for the processing of any credit card, debit card, e-check, or alternative payment method (such as PayPal) and will exclude revenue collected by ArtArena applicable to insurance charges, currency conversion or sales tax, VAT, or similar taxes, fees or other withholdings required by law, this amount less the above deductions is your royalty payment. Any royalty payment that may be due to you is subject to offset against any amounts owing to ArtArena, or to which ArtArena may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter that is the subject of a representation, warranty, covenant or indemnity by Arttributor under this Agreement.
f. ArtArena processes your royalty payment based on each unique download of Content, however if a User downloads the same item of Content more than once, you are paid once only.
g. No royalty payment is due until the User has paid the licensing fee for the Content. ArtArena shall only transfer the royalty payment once the cumulative amount of all royalty payments due to you equals or exceeds a threshold of $25.00. Once the threshold is reached ArtArena will use commercially reasonable efforts to pay you the amount due no later than thirty (30) days following the end of the month in which the paid royalty(s) equaled or exceed $25.00. No interest will accrue or will be paid on royalty payments pending or due. A statement of your accrued royalties is available as part of your User Account and will be updated on a monthly basis.
h. You understand that it is your sole responsibility to maintain and update your registration and contact information with ArtArena. In the event that you do not maintain this information and ArtArena is unable to contact you or remit your royalty payment for a period of six (6) months, you agree that ArtArena, in its sole discretion, may remove your Content from the ArtArena website.
i. All royalty payments will be made and calculated in U.S. dollars. Such payments will be your sole compensation for the licensing or use of any Content. You acknowledge and agree that ArtArena and its affiliates’ obligations hereunder, including, without limitation, are to calculate and to make a royalty payment to you, are and will be general unsecured obligations only, and that you will have no beneficial interest in or to the whole or any part of fees charged to and received from Users. You understand that you and ArtArena stand in an ordinary contract relationship only, and not in any agency, confidential, fiduciary, or quasi- fiduciary relationship. Neither ArtArena nor its affiliates will collect or hold any part of such fees in trust for your benefit, and do not undertake to act on your behalf or for your benefit in any agency, fiduciary or quasi-fiduciary capacity, whatsoever.
j. You will not receive compensation and no payment will be due you for the use of Content used for promoting the Site, ArtArena, its affiliates, partners, or sub-licensees or for the indirect revenues received by ArtArena from sponsors or advertisers (including their banner ads) who may advertise, appear or participate in ArtArena’s online environments. Additionally, the rights granted herein will include the right to use Content as necessary to test or evaluate any technologies, systems, or processes that ArtArena or our affiliates, representatives or contractors may use to fulfill our obligations and exercise any rights granted under this Agreement.
VII. Representations, Warranties and Covenants
a. You represent, warrant and covenant to ArtArena that:
a.i. You are the sole owner of the Content and its copyright, and/or have the right to grant to ArtArena and Users the licenses in the Content set forth and referenced in this Agreement;
a.ii. the Content is original and does not infringe on, violate or misappropriate the statutory copyright or common law rights of privacy, publicity, or moral rights of any third party;
a.iii. the Content is not pornographic or obscene, nor does the Content defame any third party;
a.iv. the Content does not contain any illegal material or promote illegal activities;
a.v. the Content does not contain material which denigrates or attacks any persons based on race, religion, national origin, or sexual orientation;
a.vi. you have the full legal capacity, authority and power to enter into this Agreement and perform your obligations hereunder;
a.vii. you do not hold membership in any trade group or collective society that would otherwise impair your obligations or impose additional requirements on ArtArena;
a.viii. any caption information that you may submit for the Content is relevant, accurate and complete, and does not contain false or misleading information;
a.ix. ArtArena and its affiliates may use the Content as provided herein without obtaining any additional consents or permissions or the payment of additional fees to third parties;
a.x. the Content contains no viruses, spyware, Trojan horses, time bombs, or other similar harmful or deleterious programming routines or code; and
a.xi. the Content meets the requirements set forth in the Arttributor guidelines.
b. You further represent and warrant that for any Content you submit to ArtArena depicting a recognizable person and/or property with unique intellectual property rights, you have obtained and have provided ArtArena with a fully-executed, valid and binding model and/or property releases from all relevant parties and that you will provide to ArtArena with copies of releases for all Content submitted as necessary or appropriate. You further warrant and represent that model and/or property release information is accurate and complete and that ArtArena may use such Content without obtaining any additional consents or permissions or the payment of additional fees to third parties.
You agree to indemnify, save, and hold ArtArena, its affiliates (and their respective successors, officers, directors, employees, directors and representatives) and authorized partners harmless from any and all claims, demands, costs, losses, penalties, interest and damages (including reasonable attorneys’ fees, expert witness fees and expenses) arising out of or in connection with any claim by a third party (including Users) to the extent such claim would (i) constitute a breach of the representations, warranties and obligations set forth in this Agreement, or (ii) arise out of the use of the Site or any materials or services provided by ArtArena and its affiliates by you.
IX. Release, Disclaimer of Warranties
a. RELEASE. IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS OR THIRD PARTIES, RELATED TO OR ARISING AS A RESULT OF THE CONTENT, YOU HEREBY RELEASE ARTARENA (AND ITS OFFICERS, DIRECTORS, AUTHORIZED PARTNERS, AFFILIATES, SUBSIDIARIES, VENTURERS AND EMPLOYEES) (THE "ARTARENA PARTIES”) FROM ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
b. NO WARRANTIES. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, THE ARTARENA PARTIES MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; THAT THE SITE OR THE PAYMENT SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; THAT INFORMATION OR MATERIALS INCLUDED ON THE SITE WILL BE AS REPRESENTED, OR THAT USERS WILL PERFORM THEIR OBLIGATIONS AS PROMISED; OR THAT THE ARTARENA PARTIES WILL LICENSE OR WILL MAKE ANY EFFORTS TO LICENSE YOUR CONTENT; OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF ARTARENA.
X. Limitation of Liability.
a. THE ARTARENA PARTIES ARE NOT LIABLE FOR ANY LOSS OR DAMAGE TO CONTENT OR MATERIAL SUBMITTED TO ARTARENA. YOU ACKNOWLEDGE AND AGREE YOU ARE REQUIRED TO PROVIDE OR MAINTAIN YOUR OWN BACKUP FILES FOR ANY CONTENT SUBMITTED TO ARTARENA AND UNDER NO CIRCUMSTANCES SHOULD YOU USE ARTARENA AS THE SOLE REPOSITORY OF THE CONTENT. UNDER NO CIRCUMSTANCES WILL THE ARTARENA PARTIES’ MAXIMUM AGGREGATE LIABILITY (WHETHER IN TORT, NEGLIGENCE, CONTRACT, OR OTHERWISE) FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, THE USE OF CONTENT PROVIDED TO ARTARENA UNDER THIS AGREEMENT OR THE USE OF THE SITE EXCEED THE LESSER OF (i) THE FEES COLLECTED BY ARTARENA FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, OR (ii) THE MAXIMUM AMOUNT OF US$10 IN THE AGGREGATE, REGARDLESS OF THE NUMBER OF CLAIMS. IF THESE AMOUNTS ARE NOT ADEQUATE TO COVER THE VALUE OF YOUR CONTENT, YOU WILL BEAR SOLE RESPONSIBILITY FOR OBTAINING AND MAINTAINING ADEQUATE INSURANCE FOR PROTECTION OF THE CONTENT OR MATERIALS PROVIDED TO ARTARENA.
b. NO ACTION. REGARDLESS OF FORM, MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE DATE OF THE ALLEGED LOSS OR DAMAGE.
c. FOR ANY CLAIM UNDER THIS AGREEMENT, THE ARTARENA PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, LOSS OF PRIVACY, INTERRUPTION OR OTHER PECUNIARY LOSS, SITE OR COMPUTER FAILURE OR MALFUNCTION, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT TORT OR OTHERWISE) EVEN IF THE ARTARENA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THE ARTARENA PARTIES WILL NOT BE RESPONSIBLE FOR MISUSE OF THE CONTENT BY USERS AND LICENSEES.
d. THE FORGOING EXCLUSIONS AND LIMITATIONS ARE APPLICABLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
e. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE ARTARENA PARTIES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
XI. Modification and Notice
This Agreement will not be modified by you except by a written agreement signed by duly authorized representatives of ArtArena, provided that no purchase order or similar document issued by you will modify this Agreement, even if signed by ArtArena. ArtArena may modify this Agreement or any policies or guidelines governing the Site, at any time and in our sole discretion. Notice of any change by e-mail to Arttributor’s address in our records, or the posting on the Site of a change notice or a new agreement is considered sufficient notice for notifying Arttributor of a modification to the terms and conditions of this Agreement. All notice of changes to this Arttributor Agreement will be posted on the Site for thirty (30) days. Modifications may include, but are not limited to, changes to the payment procedures. All such modifications will take effect thirty (30) days following of notice to you and/or posting on the Site, unless we indicate otherwise. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE SITE FOLLOWING THE POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
XII. Term and Termination
a. Arttributor may terminate this Agreement at any time by providing ArtArena with thirty (30) days notice by using the Contact Us page to provide notice to ArtArena or by following the written notice provision below.
b. Without limiting any other rights or remedies (including the right to seek damages and other relief) that either party may have, ArtArena may terminate the Agreement at any time and in our sole discretion with thirty (30) days notice by emailing the last email address provided by you.
c. ArtArena may deem an account to be terminated if there is (i) no activity in your account for a twelve (12) month period despite reasonable attempts by ArtArena to contact you based on the information you provide on the My Account page or (ii) you have breached the terms and conditions of this Agreement or the terms and conditions of the ArtArena User Agreement.
d. Upon termination of this Agreement:
d.i. ArtArena will remove your Content from the Site within a thirty (30) day period, and will use reasonable efforts to cause Content to be removed from the Sites of any affiliates and partners within sixty (60) days from the removal from the Site, provided, however, that ArtArena may retain a copy of your Content for archival and record-keeping purposes. Arttributor acknowledges and agrees that ArtArena, its affiliates and partners may continue to license the Content in accordance with this Agreement until the Content is so removed.
d.ii. ArtArena will continue, in accordance with this Agreement, to make Payments due to you in respect to licenses granted prior to termination, or during the transition period, subject to any setoffs ArtArena is entitled to deduct from your account in accordance with this Agreement.
(iii) Any license granted to Users with respect to your Content prior to the date of removal of your Content from the Site will remain in full force and effect notwithstanding termination of this Agreement.
XIII. Choice of Law / Jurisdiction / Attorneys’ Fees.
Any dispute regarding this Agreement will be governed by the laws of California, United States of America. The parties agree to accept the exclusive jurisdiction of the courts of California, regardless of conflicts of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. In any dispute between ArtArena and you, ArtArena will be entitled to recover its reasonable attorneys’ fees, legal expert fees, and other legal expenses from you.
You acknowledge and agree that you will be responsible for each and every use of the Upload pages that occur under your User Name and passwords, and that ArtArena will assume any transactions conducted using your User Name and password as your transactions. You agree to take reasonable steps to prevent others from obtaining your access information and to notify ArtArena of any unauthorized access or need to update or remove access for any of your employees or agents.
XV. General Provisions
a. Notices. Unless otherwise specified, all notices and other communications which are required in this Agreement will be in writing and delivered personally, via mail service, via facsimile with acknowledgment of receipt, to the addresses set forth in the Agreement below, or to such other addresses as either party will have specified by notice in writing to the other party. Notices will be deemed given when delivered personally, or if mailed, three (3) business days after the date of mailing. Notices to ArtArena should be sent to the attention of:
Attention: Legal Department
5900 San Fernando Road
Glendale CA 90210
b. Independent Contractor. Nothing in this Agreement creates a partnership, employer-employee relationship, or a joint venture between the parties. You are solely responsible for obtaining and maintaining all applicable business licenses and insurance, and for timely payment of all income, payroll, and employment-related taxes, including without limitation all unemployment, workers compensation, income tax withholding, social security, and any other taxes or public charges of any nature whatsoever.
c. Assignment. Your obligations hereunder are personal and may not be assigned without ArtArena’s prior written consent, not reasonably withheld if assigned to a bona-fide legal entity organized and acting solely on your or your heir’s behalf. This Agreement will be binding upon and will inure to the benefit of the parties’ heirs, executors, administrators, successors, and permitted assigns. ArtArena and its affiliates may sublicense or assign its or their rights and obligations and liabilities arising under this Agreement
(including without limitation the ArtArena User Agreement and the License Agreements) to any third party without your consent and without written notice, including without limitation, any assignment resulting from any corporate reorganization, merger, sale of substantially all the assets to which this Agreement relates.
d. Third Party Beneficiaries. You acknowledge and agree that the benefit of certain provisions of this Agreement are expressed to be for the benefit not only of ArtArena, but also of the ArtArena Parties. You further acknowledge that each and any of the foregoing shall be entitled in its or their own right to require the due performance or observance by you of such provisions as aforesaid, and that to this end, and for these purposes only, ArtArena is entering into this Agreement not only in its own right, but also as agent and trustee for each of the ArtArena Parties.
e. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision will be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement will be in no way affected or impaired.
f. Entire Agreement. This Agreement together with the ArtArena User Agreement and License Agreements incorporate the entire understanding of the parties concerning the subject matter contained herein and merges all prior and contemporaneous communications. Any and all prior agreements, oral or written, between the parties concerning the subject matter contained herein are hereby terminated, superseded, and are of no further force or effect. No action of ArtArena, other than the express or written waiver or amendment, may be construed as a waiver or amendment of this Agreement. The headings and numbering will not be considered or given effect in construing this Agreement. This Agreement will not be interpreted against the party causing this Agreement to be drafted. The parties hereto confirm that it is their wish that this Agreement, as well as any other documents relating hereto, including notices, has been and will be written in the English language. The English language version of this Agreement will be used for interpretation of this Agreement, and any foreign language translations of this Agreement are provided by ArtArena solely for convenience.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT UNDERSTAND IT AND HAVE HAD THE OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. YOU AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT BETWEEN YOU AND ARTARENA, AND THAT THIS AGREEMENT SUPERSEDES ANY PRIOR AGREEMENT, ORAL OR WRITTEN AND ANY OTHER COMMUNICATION BETWEEN YOU AND ARTARENA RELATING TO THE SUBJECT OF THIS AGREEMENT