Website Terms and Conditions

CODAworx: Website Terms of Use
Last updated July 20, 2016

By clicking the "I agree" button/box, you agree to be bound by these "Terms and Conditions."

1. Our Website. The "Website" means the websites owned by us, The Art Commission, LLC (DBA "CODAworx"), including the website operated at the domain name codaworx.com ("Website").
   
   
2. Use of the Site. CODAworx operates the Website to provide an online platform that connects artists, design professionals, and industry resources with each other and to those individuals, organizations, and corporations seeking art and design services. Through the Website, CODAworx also provides information about and promotes itself, its affiliates, and its members, and sells its services to users of the Website. Any new features added to the Website will also be subject to these Terms and Conditions.
   
   
3. Accounts. To use certain features of the Website, you must register for an account. We reserve the right to decline an account to any person for any or no reason.
   
   If you register for an account, you are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account. You agree to: (a) provide accurate, current, and complete information about yourself as prompted by the registration form (your "Registration Data"); (b) maintain and promptly update the Registration Data to keep it accurate, current, and complete; (c) immediately notify CODAworx of any unauthorized use of your password or account or any other breach of security; and (d) ensure that you exit from your account at the end of each session. CODAworx has the right to suspend or terminate your account for any or no reason, including for violations of this or any other agreement with CODAworx.
   
   
4. Service fees. If you have signed up for an account for which fees apply, you agree to the fees, time periods, and payment terms posted on the Website for the services you have selected at the time you enrolled in such services. Such services may include certain listings, award entries, and other offerings that may be added to the Website in the future. If you cancel any services or the account with which you use certain services, your payments are not refundable and your cancellation will take effect at the end of your service period, and if applicable your listing will be converted to a free Basic membership or removed from the Website per your direction.
   
   
5. User Content. You may be able to submit, post, or create content on the Website, such as photos, comments, articles, essays, recommendations, endorsements, design boards, awards entries, or other materials ("User Content"). You will remain the owner of your own User Content. But by posting or creating User Content, you grant CODAworx an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, modify, distribute and publicly display your User Content for any purpose, commercial, advertising, or otherwise. By posting photos on the Website, you consent to them being used in design boards and being shared by other Website users.
   
   For example, and without limiting the foregoing, we may use your User Content in your profile or listing on the Website. We may also use it in publications such as tradebooks, magazines, newspapers, videos, web and online presentations, and other media. You authorize us to use your User Content in any such publication, whether offered free or sold. With the exception of design boards creators, if we use your User Content, we will do our best to credit art and design professionals, photographers, and authors, provided that you have supplied us with such information.
   
   
6. Representations. If you post or upload any User Content to the Website, you represent that you either own all intellectual property rights in the User Content, or that you have permission from all relevant intellectual property rights owners to submit such User Content. You are also representing that you have the ability to grant CODAworx all permissions and rights required by CODAworx in connection with administering the Website and providing CODAworx services. For example, you represent that you hold all publication and digital use rights as secured from the photographer and from the author or creator of the art and design work. You also represent that your User Content does not violate any trademark, copyright, right of privacy, or any other rights of any other person or entity.
   
   
7. Right to Decline. CODAworx reserves the right to decline any submission by you (including, but not limited to, listings, award entries, and User Content), for any or no reason. If we decline your submission, we will refund any money you have paid for that submission.
   
   
8. Communications with other users. The contact information provided on the Website is to be used only for purposes consistent with the CODAworx mission. We have the right to terminate your account if we learn that you are using contact information for Website users in any matter determined inappropriate by CODAworx. This includes, for example, spam, defamatory, rude, or threatening communications, unsolicited commercial messages, or blast messages. If you receive any inappropriate communications from other Website users, please let us know at info@codaworx.com. We reserve the right, but have no obligation, to monitor user communications on the Website.
   
   
9. CODAworx Intellectual Property. The content on the Website, except all User Content, is owned by or is licensed to CODAworx. This includes, without limitation, trademarks, copyrights, text, graphics, and design boards.
   
   
10. Third Party Intellectual Property. CODAworx respects the intellectual property rights of others. We will respond promptly to remove material that infringes another person’s copyright or other intellectual property right. Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)(2)), our designated agent to receive notices of claimed infringement is:
    
    The Art Commission, LLC
    Attn: DMCA Agent
    122 West Washington Ave, Suite 100
    Madison, Wisconsin 53703
    copyright@artcommission.com
    
    
11. Communications. We will communicate with you via email. You agree to facilitate communications by having a working email address that you check regularly. If you would like to opt-out of receiving email communications from us, you may unsubscribe by clicking on the unsubscribe link provided in email communications, or by contacting us at info@codaworx.com. For more information about how we use information collected via the Website, please see our Privacy Policy.
    
    
12. Website Provided "As Is." You agree that the Website and all services and information provided on it are provided "As Is" and that CODAworx assumes no responsibility for the accuracy, timeliness, deletion, or mis-delivery of any user communication, or information. You, and not CODAworx, are entirely responsible for all material that you post, transmit, or otherwise make available through the Website. We do not review or control all the material that others post, transmit, or otherwise make available through the Website, and accordingly we do not guarantee the accuracy, integrity, or quality of such material. You acknowledge that CODAworx and its designees shall have the right (but not the obligation) in their sole discretion to remove or edit any material that is available through the Website.
    
    
13. Indemnification. You agree to indemnify and hold harmless CODAworx, and its affiliates, officers, directors, agents, and employees, from any claim or demand by any third party arising out of material you post transmit or otherwise make available through the Website, (including, without limitation, User Content), your use of the Website, your connection to the Website, your violation of these Terms and Conditions, or your violation of any rights or another person or entity.
    
    
14. Limitation of Liability. CODAworx and its affiliates, officers, directors, agents, and employees are not liable for any damages arising out of or relating in any way to the Website or any information received from or through the Website, including but not limited to any User Content or other content contained within the Website. Your sole remedy for dissatisfaction with the Website is to stop using the Website and the information obtained from it.
    
    
15. Modification. We may modify these Terms and Conditions from time to time. The most current version will govern your use of the Website. If we make material changes to these Terms and Conditions, we will notify you by email or by posting a notice on the Website. Your continued use of this Website after notice of a modification indicates your acceptance of the revised terms.
    
    
16. Privacy Policy. Our Privacy Policy governs the collection, use and disclosure of all personal information obtained or provided through the Website. Your continued use of the Website after any modification to the policy indicates your acceptance of the revised Privacy Policy.
    
    
17. Duty of care. CODAworx will use reasonable efforts to control the security of the Website, but does not warrant that it will be able to protect User Content or other content from infringement or piracy. You agree that CODAworx shall have no liability for any negligence or lack of due care in failing to protect the security of the Website.
    
    
18. Successors-and-assigns. The rights and obligations of the parties to this agreement will be binding on, and will be of benefit to, each of the parties’ respective representatives, successors, assigns, heirs, and estates.
    
    
19. Governing law and jurisdiction. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Wisconsin. You hereby consent and submit to the exclusive jurisdiction of the state and federal courts in the State of Wisconsin, in the city of Madison, in all questions and controversies arising out of these terms and your use of the Website.
    
    

Effective: July 20, 2016

9588453.4