Artsugi, Inc. (“ARTSUGI,” “Company,” or “Website”) allows individuals to upload content and courses to its website. These individuals shall hereafter be referred to as “Course Instructors,” “Instructors,” “Teachers,” “Students,” “Content Providers,” “Users,” “Members,” “Visitors,” “Viewers,” “Audience,” or “Content Uploaders.” Uploading content to the ARTSUGI website constitutes the Content Uploader’s agreement to this Content Provider Agreement (“Agreement”). Any materials uploaded to ARTSUGI (including user comments, forum posts, media, information, etc.) shall hereafter be referred to as “Media,” “Content,” “Material,” “Property,” “Information,” or “Posts.” ARTSUGI reserves the right to modify this Agreement without notice.  Content Uploader must diligently review this Agreement on a regular basis.  Content Uploader’s continued use of the ARTSUGI website or any of its services constitutes acceptance of this Agreement and any modification thereof. Violation of any terms in this Agreement may result in termination of Content Uploader’s account. ARTSUGI reserves the right to terminate any Content Uploader’s account or to remove Content Uploader’s media for any reason and without warning.

THIS CONTENT PROVIDER AGREEMENT GOVERNS YOUR CONTENT ON THIS SITE: READ IT!

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE REMOVE YOUR CONTENT FROM THIS WEBSITE AND DELETE YOUR ACCOUNT IMMEDIATELY.

Terms of Service

All Content Uploaders agree to abide by the ARTSUGI Terms of Service. The ARTSUGI Terms of service are hereby incorporated to this ARTSUGI Content Provider Agreement.

Content Material

Content Uploader warrants that he or she will not upload any material that:

• is obscene in nature,
• promotes hate against others,
• threatens others,
• depicts child nudity,
• is pornographic in nature,
• is not original to or owned by Content Uploader (or Content Uploader does not have license, consent, or permission from the materials’ rightful and legal owners to upload the material),
• constitutes harassment (sexual and/or otherwise) of another user,
• violates the security of another user’s private/personal information (name, address, image, etc.) without their consent or in any way that may be harmful to said user,
• violates the security of an underage user’s (younger than 18 years old) private/personal information (name, address, image, etc.) in any way, in any circumstance, and for any reason,
• will infringe on the rights of others, breach any laws, breach any regulations for use of Artsugi, or that
• could be reasonably deemed inappropriate for viewing in a public forum.

Mature Content

Content Uploader recognizes that some media, such as that depicting nudity, graphic violence, foul language, gore, disturbing images/themes, or other mature content --when not inappropriate, threatening, or illegal-- may only be suitable for a mature audience (users ages 18 years old and over). Content Uploaders must label (flag/mark) all their uploaded content that is only suitable for mature audiences as “Mature” by using the Mature Content check box provided by ARTSUGI on all content upload forms on the website (no alternative processes for labeling mature content will suffice). Failure to label mature content as such may subject the uploaded content to be removed and the uploading account to be deleted or cancelled.

ARTSUGI reserves the full right to determine what constitutes inappropriate, threatening, or mature content; and ARTSUGI reserves the full right to delete any content or ban/cancel the membership of any Content Uploader, at any time and without warning, if it feels any uploaded content of any user does not abide by these guidelines.

ARTSUGI understands that “art” is very subjective. If Content Uploader has content whose appropriateness may be questionable, please submit content to reports@artsugi.com to obtain approval before uploading the content to the ARTSUGI website.

Intellectual Property

Content Uploader warrants that any media he or she uploads onto the ARTSUGI platform:

• Is original to the Content Uploader and/or the Content Uploader has the legal right (license, permission, or consent from the media owners) to upload the media,
• does not infringe upon the rights of another,
• conforms to the ARTSUGI Terms of Service and the Content Provider Agreement,
• does not break the law, and
• is not uploaded for the purpose of threatening others or invading the privacy of others.

These warranties given by the Content Uploader apply to ALL content that is uploaded onto the ARTSUGI platform by the Content Uploader, including art from a portfolio, pictures, paintings, audio, video, courses, course lesson plans, brochures, writings, literature and any other content.

All “for sale” lessons and courses must consist of original content. Any supplemental materials added to courses (video tutorials/clips, text, images, etc.) must be royalty-free or the Content Uploader must have received consent (license or permission) from the media owners to utilize their media as it is used in the lessons/courses.

License

Content

Content Uploaders shall maintain their respective intellectual property rights with all uploaded content. However, by uploading their content, all Content Uploaders grant ARTSUGI a nonexclusive, perpetual, irrevocable, royalty-free, compensation-free, worldwide license to use their names and uploaded content on its website and for (external or internal) promotional uses throughout the world, an unlimited number of times in perpetuity. Said license will extend to the use of the names, voices, and likenesses of any and all persons, characters, or locations that may be found within any components of the media that the Content Uploaders voluntarily upload to the website.

Without in any way limiting their respective intellectual property rights, Content Uploaders acknowledge that ARTSUGI has the full and unrestricted right to edit their uploaded content in connection with the licenses granted and described within this Agreement. Content Uploaders hereby waive any right of inspection or approval of their uploaded and/or edited media in connection with the uses to which such media may be put as described within the bounds of this Agreement. Content Uploaders recognize that ARTSUGI is also not mandated or obligated (nor does ARTSUGI make any promise or guarantee) in any way to utilize their uploaded content for any specific purpose. ARTSUGI may use or may not use this license as it deems necessary.

Content Uploaders hereby indemnify and hold harmless ARTSUGI, and any of its associated or affiliated companies, their directors, officers, agents, employees and customers, and appointed advertising agencies, their directors, officers, agents and employees from all claims of every kind on account of various uses of their uploaded content as connected with this Agreement.

Intellectual Property

Content Uploaders shall maintain their respective intellectual property rights with all uploaded content. However, by uploading content, Content Uploader relinquishes any claim for infringement of Content Uploader’s intellectual property rights during the time that content remains on ARTSUGI platform.

ARTSUGI may use Content Uploader’s name, trademark, and likeness for promotional purposes. ARTSUGI may use Content Uploader’s copyright interests for promotional purposes. ARTSUGI shall have the license to exploit all material solely on the ARTSUGI platform in any commercially reasonable way, and as described within the bounds of this Agreement.

No Employment Relationship

Nothing in this Agreement shall create any type of employer/employee, agency, or joint venture relationship between Content Uploader and ARTSUGI.

Payment

Process

Sellers of Courses will be charged a 5-20% (20% if the Content Uploader is a basic member --a free user-- and 5% if the Content Uploader is a premium member --a subscribed user) administrative fee by ARTSUGI for each transaction and all monies earned, as well as any transaction fees charged by the payment processor (i.e. Paypal). After deduction of this fee, ARTSUGI shall remit the remainder of payments to the Content Uploader (the Course Seller). All payments shall be made via Paypal.

Ancillary Revenue

The payment terms above constitute an all-in payment and are the only revenues that a Content Uploader shall receive. ARTSUGI may create revenue streams that capitalize and exploit content in accordance with this Agreement. Profits from any such exploitation shall be the sole right of ARTSUGI. Content Uploaders are not entitled to any royalty payments, nor additional payments whatsoever other than those provided above. If law requires additional payment based upon so-called “droit” or “moral” rights, Content Uploader explicitly waives those rights and the right to such payment.

Refunds

Premium Accounts

Content Uploader’s account may be terminated due to breach of this Agreement, breach of the Terms of Service, or any other act of malfeasance on Content Uploader’s part. In the event of termination for these reasons, ARTSUGI will NOT provide any refunds for the remaining time left on a premium account.

Course Refunds

Content Uploaders shall be banned if they purport to offer refunds for courses but fail to actually issue refunds in accordance with their posted policies. Such actions are fraudulent and will not be tolerated by ARTSUGI.

Community Platform

Content Uploader understands that ARTSUGI is a community platform. Thus, Content Uploader will not take any actions that make this community unsafe or unwelcoming for anyone. Content Uploader specifically warrants that it will not attempt to meet any community members on a physical, in-person basis.  Such meetings may be dangerous and even life threatening.

Content Uploader understands that due to the communal nature of this platform, many postings and content are not screened prior to their submission. Content Uploader waives any claim of privacy right, defamation, or the like due to submissions of other Content Uploaders or users. Content Uploaders who have continued problems with another user may contact reports@artsugi.com to seek ways to resolve these problems. However, Content Uploader understands and agrees that, regardless of any assumptions or inferences, ARTSUGI does NOT make any promises or guarantees as to any type of resolution or remedy of conflicts or disputes between users.

Advertisements

Advertisements cannot contain any mature content. ARTSUGI makes the sole determination in what is deemed “mature content.” Any advertisements containing mature content will be removed immediately without warning.  Advertisements removed for this reason will not be refunded.

By placing an advertisement on ARTSUGI, you agree that you own all intellectual property in the advertisement, that you are not advertising illegal services, and that you agree to save, indemnify, defend, and hold harmless ARTSUGI and its officers, employees, and subsidiaries for any breach of the Content Provider Agreement, Terms of Service, or any other breached warranties made to ARTSUGI. ARTSUGI makes no warranties regarding the success, number of clicks, conversions, or the like for any advertisements placed on ARTSUGI.

Safety

ARTSUGI does not screen Users of the platform. Meeting Users outside of this online network or entering into deals with Users outside of this network is not recommend. THIS CAN BE DANGEROUS! Extreme caution should be used in such actions and ARTSUGI is not liable for any damages that may occur.

Limitation of Liability

ARTSUGI makes no warranties regarding the safety, fitness for particular purposes, abilities, functions or the like regarding use of its website or services. USERS VOLUNTARILY USE SITE AT THEIR OWN RISK. The site and all information, content, materials, products, and services included or otherwise made available to users is provided by ARTSUGI on an “as is” and “as available” basis. 

UNDER NO CIRCUMSTANCES WILL ARTSUGI’S LIABILITY EXCEED THE AMOUNT THAT A USER HAS PAID TO ARTSUGI HEREUNDER. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, ARTSUGI AND ITS OWNERS, OFFICERS, SUCCESSORS, PERSONNEL, HEIRS, AND ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY CONSEQUENTIAL, SPECIAL, OR STATUTORY DAMAGES, LOSS OF REVENUE, LOST PROFITS, LOSS OF CONTENT, LOSS OF DATA, PRIVACY LOSS, LOSS OF GOODWILL, OR ANY OTHER LOSSES, EVEN IN THE CASE OF STRICT LIABILITY, INTENTIONAL TORTS, NEGLIGENCE TORTS, OR BREACH OF CONTRACT.

Content Uploader understands that due to technical difficulties, updates, or other issues, the ARTSUGI platform may become inaccessible at times. Content Uploader understands that such outages will take place and warrants that ARTSUGI is not liable for such outages.

Some jurisdictions do not allow limitations on liability, limitations on implied warranties, or the limitation of certain damages. If User is in one of these jurisdictions, some or all of the disclaimers contained within these Terms of Service may not apply to that user. If any part of these Terms of Service are found to be unlawful, it shall have no effect on any other provision.

Miscellaneous Terms

Governing Law and Venue

User irrevocably consents that the venue for resolving matters regarding ARTSUGI, the ARTSUGI website, or any of its services shall be in the County of Los Angeles, California, under the laws of the State of California.

Severability 

If any court finds any provision of this Agreement invalid or unenforceable, it shall not void any other legal, valid, and enforceable provision of this Agreement. The remainder of this Agreement shall be interpreted so as best to effect the intent of the Parties.

Waiver

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. No provisions in this Agreement shall be deemed to have been waived by any act, acquiescence, or omission by either Party.  Waiver may only take place in the event of a written modification signed by an authorized agent of each Party.

Agreement

By using the ARTSUGI website or any ARTSUGI services, user agrees to all terms within this Terms of Service.

Indemnification

Except in the case of negligence or willful act or omission  by ARTSUGI, Content Uploader agrees to defend, indemnify, save, and hold harmless ARTSUGI and its stakeholders, officers, employees (including any freelancers and other independent contractors or subcontractors providing services), successors, heirs, and assigns from any and all third-party claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including reasonable attorney fees and costs), and other liabilities arising as a result of actions or omissions taken by user in connection with ARTSUGI. Any settlement user enters into that is intended to bind ARTSUGI may not be entered into without ARTSUGI’s prior written consent. 

ARTSUGI RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AT ANY TIME, FOR ANY REASON, AND WITHOUT WARNING. REVIEW THESE TERMS OFTEN. ARTSUGI ALSO RESERVES THE RIGHT TO BLOCK, BAN, REMOVE, DELETE, OR RESTRICT ANY MEMBER OR ANY UPLOADED CONTENT AT ANY TIME, FOR ANY REASON, AND WITHOUT WARNING.