Conditions of Sale
The Site is a platform for the exhibition and sale of artwork and other property. All buyers on the Site must be at least 18 years old and able to form binding contracts under applicable law. You are responsible for all charges incurred under your account. In order to make a purchase, Prospect Print Co. may use the services of third parties. We reserve the right to withdraw the Work from the Site at any time without any liability whatsoever for the withdrawal. Unless agreed otherwise in writing between you and us, we are not responsible to the buyer in any way with respect to the exhibition or sale of any Work on the Site.
Subject to fulfillment of all applicable terms and conditions of this Agreement, when the buyer makes a purchase on the Site the buyer shall immediately pay the total amount due, comprised of the total purchase price of the Work and all applicable taxes and service fees. The buyer may pay by wire transfer, credit card, or ACH only. Credit card and ACH purchases are limited to a total purchase price of $25,000.00. By making a credit card purchase, the buyer irrevocably waives any charge-back rights the buyer may otherwise have under the buyer’s cardholder agreement or otherwise. If a credit card or ACH payment is not approved, the buyer will remain personally liable for the total amount otherwise due. In all cases, payment will not be deemed made until we collect the total amount due in good cleared funds. Title to the Work will pass to the buyer when physical possession of the Work is transferred to the buyer or the buyer’s agent or common carrier. Any claims regarding purchases must be made directly to Prospect Print Co.. The buyer agrees that we may pay commissions to third parties who introduce us to clients or otherwise provide services in connection with the sale.
If the buyer fails to comply with any applicable term or condition of this Agreement, the buyer will be in default, and we will be entitled in our absolute discretion to exercise any or all of the following rights and remedies (in addition to any other rights or remedies available to us at law): (i) to hold the buyer liable for the total amount due, and for interest, commissions on the sale at our regular rates, and any and all legal fees and incidental damages; (ii) to cancel the sale or any other sale to the buyer, retaining as liquidated damages any amounts already paid by the buyer; and/or (iii) to resell the Work publicly or privately as permitted by applicable law, holding the buyer liable for any deficiency between the total amount originally due and the price realized on resale, as well as any costs, expenses, damages and legal fees associated with both sales. By failing to make any payment, the buyer will be deemed to have granted and assigned to us a continuing first priority security interest in any money or other property of or owing to the buyer in our possession, and we shall be entitled to retain and apply such money or other property as collateral security for the buyer’s obligations to us. We will have all rights of a secured party under the New York Uniform Commercial Code.
The buyer is responsible for paying all sales, use, GST, VAT or other taxes or charges imposed by law (e.g., a resale royalty) which may be imposed in connection with the sale of the Work that we are required to collect under applicable law and shall indemnify, defend and hold harmless (including reasonable attorneys’ fees) Prospect Print Co. from costs associated with any failure to do so. We are required to collect sales tax for any Work delivered in the same State that the Work is currently located in.
Packing and Shipping
We are not responsible for any act or omission of any packer, shipper or common carrier in the packing or shipping of the Work.
Limitation of Liability
Prospect Print Co. Shall not be liable for any damages, in particular Prospect Print Co. shall not be liable for any special, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue, or loss of use, arising out of or related to any dispute regarding any Work offered and/or sold on the Site, whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise, even if Prospect Print Co. has been advised of the possibility of such damages.
You agree to indemnify and hold Prospect Print Co. (and its officers, directors, agents, subsidiaries, joint ventures, and employees) harmless from any claim or demand, as well as losses, expenses, damages and costs, resulting from any violation of these Terms, your use of the Services, or any activity related to your Account (including negligent or wrongful conduct).
Law and Jurisdiction
This Agreement shall be governed by and construed according to the laws of the State of New York and the United States, excluding New York's conflicts of laws rules. Any claim or cause of action arising from or related to this Agreement or your use of the Site shall be filed solely and exclusively in an appropriate state or federal court located in the State of New York, and you irrevocably consent to the personal jurisdiction of such courts and waive any objections you may have to such courts as the sole venue for any such claim or cause of action, including but not limited to any claim that any such court is an inconvenient forum. In the event of any conflict between U.S. and foreign laws, rules and regulations, those of the U.S. will govern. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
Mobile & SMS Communication
1. User Opt-In: The Program allows Users to receive SMS/MMS mobile messages by affirmatively opting into the Program, such as through online or application-based enrollment forms. Regardless of the opt-in method you utilized to join the Program, you agree that this Agreement applies to your participation in the Program. By participating in the Program, you agree to receive auto-dialed or prerecorded marketing mobile messages at the phone number associated with your opt-in, and you understand that consent is not required to make any purchase from Us. While you consent to receive messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of Our mobile messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). Message and data rates may apply. Message frequency varies.
2. User Opt-Out: If you do not wish to continue participating in the Program or no longer agree to this Agreement, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message from Us in order to opt-out of the Program. You may receive an additional mobile message confirming your decision to opt-out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that alter, change, or modify the STOP, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands, such as the use of different spellings or the addition of other words or phrases to the command, and agree that Prospect Print Co. and its service providers will have no liability for failing to honor such requests. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.
3. Program Description: Without limiting the scope of the Program, users that opt into the Program can expect to receive messages concerning the marketing, promotion, payment, delivery, and sale of art prints and/or framed artwork. Messages may include checkout reminders.
4. Cost and Frequency: Message and data rates may apply. You agree to receive messages periodically at Our discretion. Daily, weekly, and monthly message frequency will vary. The Program involves recurring mobile messages, and additional mobile messages may be sent periodically based on your interaction with Us.
5. Support Instructions: For support regarding the Program, text “HELP” to the number you received messages from or email us at firstname.lastname@example.org. Please note that the use of this email address is not an acceptable method of opting out of the program. Opt-outs must be submitted in accordance with the procedures set forth above.
6. MMS Disclosure: The Program will send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.
7. Our Disclaimer of Warranty: The Program is offered on an "as-is" basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Our control. Carriers are not liable for delayed or undelivered mobile messages.
8. Participant Requirements: You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with a text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text-messaging instructions.
9. Age Restriction: You may not use or engage with the Platform if you are under thirteen (13) years of age. If you use or engage with the Platform and are between the ages of thirteen (13) and eighteen (18) years of age, you must have your parent’s or legal guardian’s permission to do so. By using or engaging with the Platform, you acknowledge and agree that you are not under the age of thirteen (13) years, are between the ages of thirteen (13) and eighteen (18), and have your parent’s or legal guardian’s permission to use or engage with the Platform, or are of adult age in your jurisdiction. By using or engaging with the Platform, you also acknowledge and agree that you are permitted by your jurisdiction’s Applicable Law to use and/or engage with the Platform.
10. Prohibited Content: You acknowledge and agree to not send any prohibited content over the Platform. Prohibited content includes:
Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;
Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;
Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;
Any product, service, or promotion that is unlawful where such product, service, or promotion thereof is received;
Any content that implicates and/or references personal health information that is protected by the Health Insurance Portability and Accountability Act (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITEC” Act); and
Any other content that is prohibited by Applicable Law in the jurisdiction from which the message is sent.
11. Dispute Resolution: In the event that there is a dispute, claim, or controversy between you and Us, or between you and Stodge Inc. d/b/a Postscript or any other third-party service provider acting on Our behalf to transmit the mobile messages within the scope of the Program, arising out of or relating to federal or state statutory claims, common law claims, this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, such dispute, claim, or controversy will be, to the fullest extent permitted by law, determined by arbitration in New Jersey before one arbitrator.
The parties agree to submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect. Except as otherwise provided herein, the arbitrator shall apply the substantive laws of the Federal Judicial Circuit in which Prospect Print Co. principal place of business is located, without regard to its conflict of laws rules. Within ten (10) calendar days after the arbitration demand is served upon a party, the parties must jointly select an arbitrator with at least five years’ experience in that capacity and who has knowledge of and experience with the subject matter of the dispute. If the parties do not agree on an arbitrator within ten (10) calendar days, a party may petition the AAA to appoint an arbitrator, who must satisfy the same experience requirement. In the event of a dispute, the arbitrator shall decide the enforceability and interpretation of this arbitration agreement in accordance with the Federal Arbitration Act (“FAA”). The parties also agree that the AAA’s rules governing Emergency Measures of Protection shall apply in lieu of seeking emergency injunctive relief from a court. The decision of the arbitrator shall be final and binding, and no party shall have rights of appeal except for those provided in section 10 of the FAA. Each party shall bear its share of the fees paid for the arbitrator and the administration of the arbitration; however, the arbitrator shall have the power to order one party to pay all or any portion of such fees as part of a well-reasoned decision. The parties agree that the arbitrator shall have the authority to award attorneys’ fees only to the extent expressly authorized by statute or contract. The arbitrator shall have no authority to award punitive damages and each party hereby waives any right to seek or recover punitive damages with respect to any dispute resolved by arbitration.
THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY VIA ARBITRATION AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. Further, unless both parties agree otherwise in a signed writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. If any term or provision of this Section is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Section or invalidate or render unenforceable such term or provision in any other jurisdiction. If for any reason a dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial. This arbitration provision shall survive any cancellation or termination of your agreement to participate in any of our Programs.
12. Florida Law: We endeavor to comply with the Florida Telemarketing Act and the Florida Do Not Call Act as applicable to Florida residents. For purposes of compliance, you agree that we may assume that you are a Florida resident if, at the time of opt-in to Program, (1) your shipping address, as provided is located in Florida or (2) the area code for the phone number used to opt-into the Program is a Florida area code. You agree that the requirements of the Florida Telemarketing Act and the Florida Do Not Call Act do not apply to you, and you shall not assert that you are a Florida resident, if you do not meet either of these criteria or, in the alternative, do not affirmatively advise us in writing that you are a Florida resident by sending written notice to us. Insofar as you are a Florida resident, you agree that mobile messages sent by Us in direct response to mobile messages or requests from You (including but are not limited to response to Keywords, opt-in, help or stop requests, and shipping notifications) shall not constitute a “telephonic sales call” or “commercial telephone solicitation phone call” for purposes of Florida Statutes Section 501 (including but not limited to sections 501.059 and 501.616), to the extent the law is otherwise relevant and applicable.
13. Miscellaneous: You warrant and represent to Us that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in this Agreement or in the performance of such obligations will place you in breach of any other contract or obligation. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any new features, changes, updates or improvements of the Program shall be subject to this Agreement unless explicitly stated otherwise in writing. We reserve the right to change this Agreement from time to time. Any updates to this Agreement shall be communicated to you. You acknowledge your responsibility to review this Agreement from time to time and to be aware of any such changes. By continuing to participate in the Program after any such changes, you accept this Agreement, as modified.
No agency, partnership, joint venture, or employment relationship is established as a result of this Agreement. This Agreement, in addition to other written agreements you may enter into with Prospect Print Co., is the entire agreement and understanding between you and us regarding the purchase of any Work from the Site and supersedes all prior or contemporary communications whether digital, oral or written. If any term or condition of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, that term or condition will be limited or removed to the minimum extent necessary so that this Agreement will otherwise remain fully valid and enforceable. Our failure to enforce or exercise any rights established by this Agreement will not constitute a waiver of any such rights or any other rights under this Agreement. Section headings in this Agreement are included for convenience of reference only and will not limit the scope or effect of any Section.
Questions / Inquiries
If you have any questions about these Terms or the Services, please contact us at email@example.com