Skyou Centralized Service terms of use

Last Updated: September 18th, 2013

PLEASE READ THESE TERMS OF USE ("TERMS OF USE") CAREFULLY BEFORE USING THIS WEBSITE AND SERVICES OFFERED BY SKYOU, INC. THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THIS WEBSITE AND ALL SERVICES PROVIDED BY SKYOU ON SUCH WEBSITE.

1. Acceptance of These Terms of Use.

SKYOU and its subsidiaries and affiliates (collectively "Skyou Centralized Service") provide certain services (the "Services") which allow you to create, publish, market, and sell products ("Products") bearing artwork, images, content or materials that you submit to Skyou Centralized Service ("Art") through this website and any other website owned or operated by Skyou Centralized Service (collectively, the "Website"). The Services and Website allow you to sell products through galleries located on the Website (the "Galleries") as well as through Skyou Centralized Service's marketplace of Products on the Website or product marketplaces located on third party websites ("Marketplace(s)").

These Terms of Use constitute a binding agreement between Skyou Centralized Service and you governing your use of the Skyou Centralized Service Services and Website. By using the Services and/or visiting the Website, you signify your assent to both these Terms of Use, the Skyou Centralized Service Privacy Policy, and other policies, agreements and guidelines contained in these Terms of Use, all of which are specifically incorporated into these Terms of Use.

You are only authorized to use the Services and Website if you agree to abide by all applicable laws and these Terms of Use. Please read these Terms of Use carefully. If you do not agree to these Terms of Use, your only recourse is not to use the Skyou Centralized Service Service or visit the Websites.

These Terms of Use may be updated by Skyou Centralized Service at any time, in Skyou Centralized Service's sole discretion. Skyou Centralized Service will update these Terms of Use by posting an updated Terms of Use on its Website(s). Skyou Centralized Service may notify its members via email in the event of material changes to these Terms of Use. If you do not agree to any update to these Terms of Use, your only recourse is to cease using the Skyou Centralized Service Service and Websites.

You affirm that you are either more than 18 years of age or an emancipated minor (or possess legal parental or guardian consent), and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. Notwithstanding the foregoing, Skyou Centralized Service is not intended for children under 13. If you are under 13 years of age, you may not use the Skyou Centralized Service Services or Website.

These Terms of Use apply to all users of the Services and Website, including users who contribute information, ideas, and other materials or services on the Website.

Skyou Centralized Service may use third parties to provide certain services accessible through the Services or Website. Skyou Centralized Service does not control such third parties or their services, and you agree that Skyou Centralized Service will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as these Terms of Use when you use those services. If any such terms or policies conflict with Skyou Centralized Service Terms of Use, agreements or policies, you must comply with Skyou Centralized Service's Terms of Use, including applicable incorporated agreements or policies, as applicable.

2. Registration.

In order to access some features of the Website and to use the Services, you will have to create an account. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs within your account, and you must keep your account password secure at all times. You may change your password at any time by updating your account management page. You also agree to immediately notify Skyou Centralized Service of any unauthorized use of your password or account or any other breach of security. Skyou Centralized Service cannot and will not be liable for any loss or damage arising from your failure to comply with this paragraph.

By registering your Skyou Centralized Service account, you represent that you are of legal age to form a binding contract and are not barred by any laws from using the Skyou Centralized Service Service or Website. You agree to provide true, accurate, current and complete information about yourself in all required fields of the account registration form. If any of your information changes, you agree to update your registration information as soon as possible. If Skyou Centralized Service suspects that your registration information is not complete, current, or accurate, or that you have otherwise violated these Terms of Use, your account may be subject to suspension or termination, and you may be barred from using the Skyou Centralized Service Services and Website.

Skyou Centralized Service reserves the right, in Skyou Centralized Service's sole discretion, to cancel unconfirmed or inactive accounts. Skyou Centralized Service reserves the right to refuse service to anyone, for any reason, at any time.

3. Use of the Skyou Centralized Service Services and Website.

If you open an account on Skyou Centralized Service and are using the Skyou Centralized Service Services and Websites to sell Products, you will be solely and exclusively responsible for ensuring that your account, and any Art used in connection therewith, comply with the terms and conditions of this Terms of Use and all applicable laws, regulations and rules.

The Acceptable Use Policy, which is incorporated herein by this reference, applies to your use of the Skyou Centralized Service Service and Website and to any and all materials you post on Skyou Centralized Service, including, without limitation, your Art, text, data, graphics, audio or video content, music, sound, chat, messages, files or other material (collectively "User Submissions") whether the User Submission is included in your Galleries, any Marketplace, blogs, forums, discussion groups, emails, profiles, comments, or any other portion or feature of the Skyou Centralized Service Website or Services.

While Skyou Centralized Service has no obligation to monitor the transactions or communications made through its Services or Website, it reserves the right, in its sole and absolute discretion, to cancel any transaction or remove or limit access to any Art from the Services or Website at any time without notice and without any liability to you or any third party.

You may not design, publish, market or sell any Product, nor may you upload any Art to the Services or Website, that does not comply with the Acceptable Use Policy. For example, but without limitation, you may not design, publish, market or sell a Product or use any Art in connection with the Skyou Centralized Service Services and Website that: (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity; (ii) is defamatory; (iii) is obscene or pornographic; or (iv) violates any applicable law, rule, or regulation, including, without limitation, by exploiting images or the likeness of minors.

To the extent you violate the Acceptable Use Policy or the obligations under this Section 3, your Account is subject to termination and you may be liable for any and all consequences resulting from such violation of these Terms of Use, including without limitation liability for monetary damages to third parties.

4. Licensing Your Art to Skyou Centralized Service.

Without limitation, this promotion, marketing, or advertising may consist of (i) display of your Products in Galleries and/or on the Website, (ii) display of your Products in Marketplace(s); (iii) Product or Art placement in magazines, television shows, movies, and other media; (iv) in the event you provide your express consent via the Website or Services, to allow third party users of the Skyou Centralized Service Services ("Merchandisers") to incorporate your Art into Products (and you acknowledge that Merchandisers may receive a royalty for sales of Products incorporating your Art, as stated in the Pricing Policy); (v) in the event you provide your express consent via the Website or Services, the sale of Products available in Galleries or Marketplaces through third party product feeds, whether at retail prices, discounted prices, wholesale prices, promotional prices, or as otherwise determined by Skyou Centralized Service in its sole discretion; and (vi) in the event you provide your express consent via the Website or Services, the sale of Products available in the Galleries or Marketplaces to other retailers, wholesalers, distributors or businesses at pricing as determined by Skyou Centralized Service in its sole discretion. The foregoing license only gives Skyou Centralized Service the right to use your Art for the purposes stated above, and does not give Skyou Centralized Service ownership of any of your Art.

Art should be uploaded to the Skyou Centralized Service Service or Website in accordance with the FAQ on the Website.

You represent that you have all necessary approvals and consents to use all Art in connection with the Skyou Centralized Service Service and Website. You are solely responsible for any royalties or other compensation owed to third parties for use of your Art through the Skyou Centralized Service Service or Website. You hereby indemnify Skyou Centralized Service and its officers, directors and employees from any third party claims associated with a failure to meet your obligations under these Terms of Use.

Skyou Centralized Service reserves the right, but not the obligation, to promote your Galleries, Art, or Products. Promotion may include featuring your Galleries, Art or Products in on the Website or in email newsletters, referring users to your Galleries, or describing your Products or shops in communications with third parties. If you market and promote your Galleries and Products you must do so in accordance with this Terms of Use.

5. Royalties and Fees; Taxes.

Pricing and royalty structures for Products sold through your Galleries or the Marketplaces are set forth in the Skyou Centralized Service Pricing Policy, which may be modified from time to time by Skyou Centralized Service in its sole discretion. In the event Skyou Centralized Service modifies its Pricing Policy (including pricing and royalty structures), Skyou Centralized Service will post such modifications to the Website and shall notify you via email, to the address associated with Your account. Your continued use of the Skyou Centralized Service Service and Website after such modifications shall constitute your agreement to any such modifications.

Skyou Centralized Service will make a payment to you (by check or Paypal) for the amount of royalties earned by you no later than 60 days after the end of the month in which the royalties were earned. If you earn less than the dollar amount displayed as the payment threshold in your account management page, then the amount of such royalties will not be paid, but will accrue to your account until such time as it becomes equal to or greater than the payment threshold. Skyou Centralized Service may, in its discretion, send you a payment before your accrued royalties reach or exceed the payment threshold. If you have provided an undeliverable mailing address and two or more consecutive payments have been returned to Skyou Centralized Service as undeliverable, we may stop sending future payments to you until you provide a deliverable mailing address.

If you choose to sell Products for royalties through the Skyou Centralized Service Services or Website (including, without limitation, through your Galleries or any Marketplace), you must provide your taxpayer identification number to Skyou Centralized Service. Failure to provide an accurate taxpayer identification number may result in Skyou Centralized Service withholding your payment until you provide an accurate tax identification number.

It is your responsibility to determine what, if any, taxes apply to the payments you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. It is solely your obligation to maintain any and all records that may be required for your tax purposes. Skyou Centralized Service is not responsible for, and may delete, information associated with your account that is more than three years old.

6. Skyou Centralized Service Intellectual Property.

The content on the Website and available through the Services, excluding your Art and User Submissions, but including without limitation, the text, graphics, or photos created by and for Skyou Centralized Service ("Skyou Centralized Service Content") and the trademarks, service marks and logos contained therein, are owned by or licensed to Skyou Centralized Service, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.

Skyou Centralized Service Content is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose whatsoever without the prior written consent of Skyou Centralized Service. Skyou Centralized Service reserves all rights not expressly granted in and to the Services, Website and the Skyou Centralized Service Content contained therein.

You agree to not engage in the use, copying, or distribution of any Skyou Centralized Service Content. If you download or print a copy of the Skyou Centralized Service Content for personal use, you must retain all copyright and other proprietary notices contained thereon.

You agree not to circumvent, disable or otherwise interfere with security related features of the Services or Website or features that prevent or restrict use or copying of any Skyou Centralized Service Content or enforce limitations on use of the Services, the Website or the Skyou Centralized Service Content therein.

7. Third Party Intellectual Property.

Skyou Centralized Service respects the intellectual property of others, and we expect our users to do the same.

If you believe that your work has been copied or posted on the Website in a way that constitutes infringement of your intellectual property rights, you will need to send a written communication that includes substantially the elements set forth in our Intellectual Property Rights Policy.

Skyou Centralized Service reserves the right, in its discretion, to remove any User Submission (including, without limitation, your Art) if we believe it may infringe the intellectual property rights of others, and/or to terminate the accounts of users who we believe to be infringers.

8. Monitoring.

Skyou Centralized Service reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Services and Website. If Skyou Centralized Service determines, in its sole and absolute discretion, that you or another Skyou Centralized Service user have breached or will breach a term or condition of these Terms of Use or that such transaction or communication is inappropriate, Skyou Centralized Service may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.

9. Modifications to the Services and Website.

Skyou Centralized Service reserves the right to modify the organization, structure or "look and feel" of the Skyou Centralized Service Services or its Websites, and may change, suspend, or discontinue any aspect of the Skyou Centralized Service Services or Website at any time without any liability to you or any third party. Skyou Centralized Service shall have complete discretion over the features, functions, prices and other terms and conditions on which the Skyou Centralized Service Service and Website is offered to Skyou Centralized Service users.

10. Termination.

Skyou Centralized Service may, under certain circumstances and without prior notice, immediately terminate your Skyou Centralized Service account and access to the Website and any other Skyou Centralized Service Service. Cause for such termination shall include, but not be limited to: (a) breaches or violations of the Terms of Use other incorporated agreements or guidelines; (b) requests by law enforcement or other government agencies; (c) a request by you (self-initiated account deletions); (d) discontinuance or material modification to the Services or Website (or any part thereof); (e) unexpected technical or security issues or problems; (f) extended periods of inactivity; (g) engagement by you in fraudulent or illegal activities; and/or (h) nonpayment of any fees owed by you in connection with the Website or any other Skyou Centralized Service product (if any).

Termination of your Skyou Centralized Service account includes: (a) removal of access to all pages within the Website; (b) deletion of your password and all related information, files and materials, including Art, associated with or inside your account (or any part thereof); and (c) barring of further use of the Services and/or Website. Further, you agree that all terminations for cause shall be made in Skyou Centralized Service's sole discretion and that Skyou Centralized Service shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Services and/or Website.

11. Warranty Disclaimer.

Skyou Centralized Service AND ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS PROVIDE THE WEBSITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. Skyou Centralized Service, Skyou Centralized Service'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM Skyou Centralized Service SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

12. Limitation of Liability.

IN NO EVENT SHALL Skyou Centralized Service, AND (AS APPLICABLE) Skyou Centralized Service'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR Skyou Centralized Service SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE WEBSITE, Skyou Centralized Service'S SERVICES, OR THESE TERMS OF USE, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

Skyou Centralized Service's LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF Skyou Centralized Service'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT PAID BY Skyou Centralized Service TO YOU IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

13. Indemnity.

You agree to defend, indemnify and hold harmless Skyou Centralized Service, and any parent, subsidiary, affiliate, director, officer, employee, licensor, distributor, supplier, agent, reseller, owner, or operator of Skyou Centralized Service, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from: (i) your use of and access to the Skyou Centralized Service Services and Website; (ii) your violation of any term of these Terms of Use through any act or omission; (iii) your violation of any third party right, including without limitation any intellectual property or privacy rights; or (iv) any claim that your User Submission (including without limitation your Art) caused damage to a third party. If you have to indemnify Skyou Centralized Service under this Section, Skyou Centralized Service will have the right to control the defense, settlement, and resolution of any claim at your sole expense. However, you may not settle or otherwise resolve any claim without Skyou Centralized Service's express written permission. Your defense and indemnification obligation will survive expiration or termination of these Terms of Use and your use of the Services and Website.

14. No Guarantee.

Skyou Centralized Service does not guarantee continuous, uninterrupted access to the Website or Services, and operation of the Website or Services may be interfered with by numerous factors outside Skyou Centralized Service's control.

15. Legal Compliance.

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Website and any Skyou Centralized Service Service.

16. Severability.

If any provision of these Terms of Use is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of these Terms of Use shall remain in full force and effect.

17. No Agency.

You and Skyou Centralized Service are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

18. Choice of Law.

These Terms of Use shall in all respects be interpreted and construed with and by the laws of the State of California, excluding its conflicts of laws rules, and the United States of America.

19. Survival

The following Sections shall survive expiration or termination these Terms of Use for whatever reason: 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21.

20. Notices.

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Except as explicitly stated otherwise, any notices shall be given by postal mail to Skyou Centralized Service; Attn: Legal Department 4096 Piedmont Ave. Oakland, CA 94611-5221(in the case of Skyou Centralized Service) or, in your case, to the email address you provide to Skyou Centralized Service (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Skyou Centralized Service may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Skyou Centralized Service. In such case, notice shall be deemed given three days after the date of mailing.

For issues with intellectual property, please provide the notice as specified in Skyou Centralized Service's Intellectual Property Rights Policy.

21. Violations of These Terms of Use.

Please report any violations of the Terms of Use, including objectionable Art, User Submissions, or behavior, to Infringement@skyou.com. Please state the reasons for your concern and provide a link to the Art or Product or, if appropriate, the User Submission or behavior in question. Upon receiving such a report of a possible violation, Skyou Centralized Service in its sole discretion may investigate the matter and take such action as Skyou Centralized Service determines to be appropriate.