Terms & Conditions

 

Conditions of Sale

Last updated: December 3, 2018

1. Basic Conditions. Welcome. The website www.smallrunart.com (“Website”) is owned and operated by Small Run Art LLC d/b/a Small Run (“Small Run” or “we” or “our” or “us”). These Conditions of Sale (“Conditions”) are an agreement between Small Run and prospective buyers and/or buyers who use our Website, products, or services (collectively, the “Services”). By using the Services to buy or inquire about any items, including artwork or other property, you (“you,” “your,” or “buyer”) agree to be bound by these Conditions. Please read these Conditions carefully and contact us if you have any questions. By using the Services in any manner, you also accept our Terms of Use and our Privacy Policy.

2. Artwork Available for Purchase. As part of our Services, we make artwork (including original artwork and limited edition prints of artwork), frames, hanging hardware, and other related items (collectively, “artwork”) available for purchase by eligible buyers. If you are eligible under these Conditions, you may purchase available artwork in accordance with these Conditions.

3. Payment and Taxes.

a. Subject to these Conditions, you may purchase artwork listed for sale on the Services. We may accept payments from buyers by credit card, check, or wire transfer at our sole discretion, and have no obligation to accept payment by other means. We use a third-party payment processor to process credit card payments for our Services. We may place limits on credit card purchases at our sole discretion. You agree to notify us directly in writing of any claims or problems related to any payment you make to us.

b. All prices, shipping and handling charges, and taxes are listed in U.S. dollars, and all payments for our Services must be made in U.S. dollars. You consent to us retaining commissions out of payments you make to us.

c. You acknowledge that prices on the Website do not include shipping, handling, or transit insurance costs. Applicable shipping, handling, and transit insurance costs will be calculated during the checkout process and collected from you in addition to listed prices.

d. You are required to pay any and all sales taxes, VAT, export and/or import taxes and duties, and any other transactional taxes or levies related to any purchase you make. You are required to pay any taxes we are required to collect on any purchase, but a failure by us to collect taxes from you will not relieve your obligation to pay them. Unless otherwise clearly indicated, all prices listed on the Services are exclusive of taxes, and applicable taxes will be collected from the buyer in addition to the listed price.

4. Cancellations and Returns.

a. Small Run reserves the right to accept, reject, or cancel your order at any time prior to your physical receipt of artwork after purchase. In the unusual event of a cancellation prior to your receipt of artwork and after Small Run has received payment for such artwork from you, we will refund the payment using the same mode of payment you used to pay us, within a commercially reasonable time. In this event, you will not be entitled to any payment or remedy other than a refund of the amount you paid.

b. In order to maintain good relationships with the artists we represent, we pay them for sold artwork as quickly as possible. Therefore, if you are not satisfied with artwork you purchased from us, you may initiate a return by emailing support@smallrunart.com, provided that you may only return artwork if: (i) you email us with a return request within ten (10) calendar days of the date on which the artwork was delivered to your shipping address and (ii) we receive the artwork within twenty (20) days of the date on which it was delivered to your shipping address. Any attempt to return the artwork after such time will not be accepted by Small Run. You are responsible for all return packaging and shipping costs. In addition, Small Run will accept returns only if: (i) the artwork is properly packaged for safe and secure shipment, (ii) is sent through a commercially reasonable shipping company (e.g., USPS, UPS, FedEx), and (iii) is received by us in its original condition, with no damage whatsoever. If any one or more of the criteria in this section are not met in our sole discretion, we reserve the right to reject the return request, return the artwork to you at your sole cost and election, and retain the payment you made for the artwork. If we determine that a refund may be processed, we will refund the payment using the same mode of payment you used to pay us, within a commercially reasonable time.

5. Passage of Title and Risk of Loss. We offer artwork for sale on commission, as the representative of each artist featured on the Website with regard to the artwork we feature. We do not own the artwork; title to artwork transfers directly from the artist to the buyer upon completion of a purchase through our Website. The purchase of artwork does not provide you with any copyright interest or other intellectual property right in the artwork. Risk of loss for each item will pass to the buyer when legal title to such item passes to the buyer.

6. Disclaimer of Warranties.

a. ALL PROPERTY SOLD THROUGH OUR SERVICES IS SOLD “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. SMALL RUN ATTEMPTS TO DESCRIBE THE ARTWORK AS ACCURATELY AS POSSIBLE, AND TO LIST ONLY ARTWORK THAT IS AVAILABLE FOR PURCHASE, UNLESS OTHERWISE MARKED. SMALL RUN AND OUR OFFICERS, OWNERS, DIRECTORS, CONSULTANTS, AGENTS, AND EMPLOYEES (COLLECTIVELY, THE “SMALL RUN PARTIES”) DO NOT REPRESENT OR WARRANT THAT ARTWORK THAT APPEARS TO BE AVAILABLE FOR PURCHASE IS ACTUALLY AVAILABLE FOR PURCHASE. YOU ACKNOWLEDGE AND AGREE THAT ALL PROPERTY APPEARING ON OUR SERVICES IS SUBJECT TO AVAILABILITY. THE SMALL RUN PARTIES DO NOT REPRESENT OR WARRANT THAT THE IMAGES OF ARTWORK, ARTWORK DESCRIPTIONS, OR OTHER WEBSITE CONTENT (COLLECTIVELY, “WEBSITE CONTENT”) ARE COMPLETELY ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. THE SMALL RUN PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES, AND DO NOT ASSUME ANY LIABILITY OF ANY KIND, REGARDING THE QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, SIZE, CONDITION, AUTHENTICITY, RARITY, NON-INFRINGEMENT, IMPORTANCE, EXHIBITION HISTORY, OR MEDIUM OF ANY OF OUR SERVICES.

b. If artwork that appears to be available for purchase is in fact not available, there is any issue with a perceived or actual discrepancy between the Website Content and artwork that you purchase from us, or you are not satisfied in any way with our Services, your sole recourse is to return the artwork to us in accordance with our return policies in these Conditions (to the extent such policies apply).

7. Limitation of Liability. IN NO EVENT WILL THE SMALL RUN PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, REVENUE, ANTICIPATED SAVINGS, BUSINESS, GOODWILL, OR OTHER INTANGIBLE LOSSES, OR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (i) THESE CONDITIONS; (ii) THE SERVICES; (iii) THE USE OF OR INABILITY TO USE THE SERVICES; OR (iv) ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. THESE LIMITATIONS OF LIABILITY APPLY TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE SMALL RUN PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, AND EVEN IF ANY REMEDY PROVIDED IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO SOME OF THE EXCLUSIONS OR LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

8. General.

a. We reserve the right to modify any part of these Conditions at any time at our sole discretion. All changes to these Conditions will be effective immediately when posted on the Services, and you agree to review these Conditions carefully and inform yourself of all applicable changes before buying any property. Changes to these Conditions will not apply to any transaction, claim, or dispute that arose before the changes became effective, all of which will remain subject to the version of these Conditions in effect at the time that such transaction, claim, or dispute arose.

b. These Conditions and all claims or disputes that might arise between you and us will be governed by and construed in accordance with the laws of the State of Washington and of the United States, without regard for conflict of laws principles.

c. You agree that all claims or disputes you may have against us arising out of or related to these Conditions and/or our Services will be resolved exclusively by state or federal courts in Seattle, King County, Washington, whether or not any third parties are involved. You agree to submit to the personal jurisdiction of, and agree that venue is proper in, the courts located in Seattle, King County, Washington, for the purpose of litigating all such claims or disputes.

d. These Conditions, together with any other applicable terms and conditions made available on the Services, constitute all of the terms and conditions applicable to any purchase of or inquiry you make about property through the Services. If any provision of these Conditions is found by a court of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and these Conditions will otherwise remain in full force and effect. No delay or failure by us to exercise or enforce any right or provision of these Conditions will be deemed a waiver of that or any other right or provision. We will not be deemed to have waived any right or remedy under these Conditions unless the waiver is in writing and signed by an authorized Small Run representative. These Conditions will inure to the benefit of, and are intended to be enforceable by, the parties and their respective successors and assigns, but you may not assign these Conditions or any right or obligation under these Conditions without our prior written consent. The paragraph and section titles in these Conditions are for convenience only and have no legal or contractual effect.

9. Effective Date. These Conditions are effective as of the “Last updated” date at the beginning of the Conditions.

 

Terms of Use

Last updated: December 3, 2018

1. Basic Terms. Welcome. The website www.smallrunart.com (“Website”) is owned and operated by Small Run Art LLC d/b/a Small Run (“Small Run” or “we” or “our” or “us”). These Terms of Use (“Terms”) are an agreement between you (“you” or “your”) and Small Run that govern your use of our Website, products, and services (collectively, “Services”). By accessing or using any of our Services, you agree to these Terms. If you do not agree to these Terms, you may not access or use our Services. Please read these Terms carefully and contact us if you have any questions. By using the Services in any manner, you also accept our Conditions of Sale and our Privacy Policy.

a. You may use our Services only if you can form a binding contract with us, and only as permitted by law. You are not allowed to use our Services if you are a person under the age of eighteen (18).

b. For information about our privacy practices, please see our Privacy Policy at https://www.smallrunart.com/privacy. Our Privacy Policy is incorporated into and considered part of these Terms. By accessing or using our Services in any way, you agree that your information may be collected, stored, shared, processed, and used in accordance with our Privacy Policy and these Terms.

c. You may need to register for an Small Run account in order to use some of our Services. You agree to provide only true and accurate information in connection with your account, and to update all such information if it changes. You are responsible for maintaining the confidentiality of your account password, and for all activities that occur through your account or password. You agree to notify us immediately if you become aware of any unauthorized access to or use of your account. You are not allowed to rent, sell, sublicense, or otherwise transfer your Small Run account to any third party.

d. We may reclaim or repurpose any username or URL on our Services, at any time at our sole discretion and for any reason.

e. You consent to receive communications from us electronically, and you agree that we may communicate with you by posting notices on our Services and/or by email. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that all notices we provide to you by email will be considered received by you on the day that we send them. If at any time you would like to withdraw your consent to receive emails, please email us at support@smallrunart.com with “unsubscribe” in the subject line. You acknowledge that if you withdraw consent, you may not be able to use or participate in all of our Services.

2. Other Definitions. In these Terms:

a. “User” means any person or entity that accesses or uses our Services in any way, whether or not they register for an Small Run account, including you.

b. “Content” means any and all images, text, information, data, audio, video, graphics, computer code, software, and other material provided on or through our Services, including when we send you email. Content includes both Small Run Content and User Content.

c. “Small Run Content” means any and all Content that we provide on or through our Services, including Content licensed from a third party, but excluding User Content.

d. “User Content” means any and all Content that a User submits or otherwise provides on or through our Services.

e. “Your User Content” means any and all User Content that you submit or otherwise provide on or through our Services.

f. “on our Services” means on the Website or in email sent by us.

g. “including” means “including but not limited to” unless we indicate otherwise.

3. Ownership.

a. All Content is owned by Small Run or by others who have licensed their Content to us, and is protected by U.S. and international copyright laws, trademark laws, and/or other rights and laws. Our Services are also protected as a compilation and/or collective work under applicable copyright laws.

b. The trademarks, service marks, logos, and product names displayed on or in connection with our Services are the registered and/or unregistered trademarks and service marks of Small Run or third parties in the U.S. and/or other countries.

c. As between you and Small Run, Small Run owns and retains, solely and exclusively, all rights, title, and interest in and to our Services, the look and feel, design and organization of our Services, all Small Run Content, and the compilation of all Content on our Services, including all copyrights, moral rights, trademark rights, trade secrets, patent rights, database rights, and other intellectual property and proprietary rights.

d. These Terms do not grant you any ownership over any Content, or any intellectual property rights in any Content, although you remain the owner of any intellectual property rights that you may have in Your User Content. Neither these Terms nor your use of our Services grants you any license or permission under any copyright, trademark, or other intellectual property of Small Run or any third party. These Terms do not grant you the right to use any of our trademarks, service marks, logos, product names, domain names, or other distinctive brand features in any way.

e. We welcome feedback, comments, and suggestions about our Services (“Feedback”). However, you agree that we have the right to use any and all Feedback at our sole discretion, for any and all purposes, commercial or otherwise, without notice or obligation of any kind to you.

f. We reserve all rights not expressly granted to you in these Terms.

4. General Content Terms.

a. Content covers a wide range of subject matter, is uncensored, and may include nudity or other visual or written material that some people may consider offensive or inappropriate for children and minors. It is solely your responsibility to prevent minors from accessing any Content that you think is or may be inappropriate.

b. Subject to these Terms, you may access and view Content for your own personal, non-commercial use, solely in the context of your User experience, in accordance with the normal functionality and restrictions of our Services.

c. Except to the extent expressly permitted by these Terms, you must not reproduce, distribute, adapt, modify, translate, create derivative works from, publish, or otherwise use any Content in any way without express prior written permission from us or (as applicable) the appropriate third-party rights holder.

  1. Any commercial use of any image or other Content without express prior written permission from us or (as applicable) the appropriate third-party rights holder, including any commercialized reproduction, distribution, publishing, or creation of derivative works, is strictly prohibited.

5. Online Store.

a. Our Services include an online store where Users may browse and buy artwork and other property. Our Services also include features that enable Users to contact us about the property available for purchase. Our Conditions of Sale contain important information and additional terms and conditions that apply to our online store. It is your responsibility to read the Conditions of Sale carefully before buying or inquiring about any property on or through our Services. Our Conditions of Sale are incorporated into and considered part of these Terms.

b. Unless otherwise agreed to or noted by us in writing, we do not own or take title to the property listed, marketed, offered, or sold on or in connection with our Services. We sell artwork as the artists’ representative, on commission. Title to artwork passes directly from the artist to the buyer upon completion of a sale, subject to our Conditions of Sale.

c. We do not make any representations or warranties of any kind, express or implied, with respect to: (i) descriptions of our Services, including artwork listed for sale, whether as to accuracy, completeness, truthfulness, reliability or otherwise; or (ii) any property listed, marketed, offered, or sold, whether as to quality, size, condition, description, provenance, attribution, authenticity, non-infringement, merchantability, fitness for a particular purpose, or otherwise.

d. No statement made by any third party, including but not limited to artists we represent, about any property (whether orally, in writing, or otherwise) will be considered a representation, warranty, or assumption of liability of any kind by us.

e. We reserve the right, at any time at our sole discretion, to refuse to list, de-list, or delay or suspend listing of any property on our Services. We will not be liable to any User for doing so.

f. We may receive a commission from artists on sales, subject to separate agreements between us and those artists.

6. General Restrictions.

a. You agree that you will not:

i. take any action in connection with our Services, that: (a) infringes, misappropriates, or violates the rights or intellectual property of any third party; (b) violates any applicable law or regulation; (c) is deceptive, misleading, fraudulent, defamatory, libelous, abusive, harassing, discriminatory, malicious, threatening, or obscene; or (d) impersonates or misrepresents your relationship with any person or entity;

ii. create a false or misleading Small Run account or User profile with inaccurate information;

iii. use our Services or any Content in connection with posting or distributing spam or other unauthorized or unsolicited advertising or promotional messages;

iv. collect information about Users or send marketing email or other promotional communications to Users without their advance consent;

v. access, tamper with, or use non-public areas of our Services, our systems, or the technical systems of our service providers;

vi. breach, disable, or circumvent any security or authentication measures on or in connection with our Services, or interfere with the normal operation of our Services;

vii. decipher, decompile, disassemble, reverse engineer, or otherwise derive or extract any source code or underlying ideas or algorithms of, any of our Services;

viii. adapt, modify, create derivative works from, or redistribute any of our Services without our express prior written permission;

ix. use any robot, scraper, spider, or other automatic or manual process to monitor or extract data from our Services without our express prior written permission;

x. use our Services or any Content to send altered, deceptive, or false source-identifying information;

xi. mirror, frame, or display any part of our Services on any other website or elsewhere without our express prior written permission;

xii. use any Small Run trademark, service mark, product name, logo, metadata, or URL without our express prior written permission, including in any way that incorrectly suggests our affiliation with or endorsement of any person, entity, event, product, or service;

xiii. use any trademark, service mark, product name, logo, trade dress, or design that is in any way confusingly similar to any Small Run trademark, service mark, product name, or logo, or to the look and feel of any of our Services; or

xiv. remove, conceal, modify, or tamper with any copyright, trademark, or other proprietary marking or notice used to indicate the source or ownership of any image or other Content.

b. Without limiting other rights or remedies, we reserve the right to limit, terminate, or suspend any User's account and/or access to or use of our Services at any time in our sole discretion, for any or no reason. We will have no liability to such User for doing so.

7. Disclaimer of Warranties.

a. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF OUR SERVICES IS AT YOUR OWN RISK, AND THAT OUR SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO OUR SERVICES OR ANY CONTENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH SMALL RUN AND OUR OFFICERS, OWNERS, DIRECTORS, CONSULTANTS, AGENTS, AND EMPLOYEES (COLLECTIVELY, THE “SMALL RUN PARTIES”) EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE SMALL RUN PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT OUR SERVICES OR ANY CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, ACCURATE, RELIABLE, COMPLETE, ERROR-FREE , SAFE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE USE OF OUR SERVICES IN ANY WAY WILL GIVE RISE TO ANY SPECIFIC RESULTS. APPLICABLE LAW MAY NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.

b. No advice or information (whether oral or written) obtained from the Small Run Parties, or through our Services or any Content, will create any warranty by us not expressly stated in these Terms or in a separate written agreement between you and us.

8. General Release. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE THE SMALL RUN PARTIES FROM ALL CLAIMS, DEMANDS, SUITS, DAMAGES (DIRECT AND CONSEQUENTIAL), LOSSES, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEYS' FEES), OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN CONNECTION WITH: (i) ANY DISPUTES BETWEEN YOU AND ANY THIRD PARTIES RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF OUR SERVICES; (ii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVICES, YOUR ACCOUNT, OR YOUR USER CONTENT AND/OR INFORMATION; or (iii) ANY ARTWORK OR OTHER PROPERTY EXHIBITED, LISTED, MARKETED, OFFERED FOR SALE, OR SOLD ON OUR SERVICES. YOU EXPRESSLY WAIVE ANY BENEFITS OR PROTECTIONS, WHETHER STATUTORY OR OTHERWISE, THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF ENTERING INTO THIS RELEASE.

9. Limitation of Liability.

a. IN NO EVENT WILL THE SMALL RUN PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT DAMAGES OR LOSS OF PROFITS, REVENUE, ANTICIPATED SAVINGS, BUSINESS, GOODWILL, OR OTHER INTANGIBLE LOSSES, OR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (i) THESE TERMS; (ii) OUR SERVICES; (iii) THE USE OF OR INABILITY TO USE OUR SERVICES; (iv) ANY CONDUCT, PERFORMANCE, OR NON-PERFORMANCE (WHETHER ONLINE OR OFFLINE) OF ANY OTHER USER OR OTHER THIRD PARTY ON OR IN CONNECTION WITH OUR SERVICES; OR (v) ANY CONTENT, GOODS, OR SERVICES MADE AVAILABLE ON, THROUGH, OR IN ANY WAY CONNECTED WITH OUR SERVICES. UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR OUR SERVICES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE TOTAL AMOUNT YOU PAID US (IF ANY) TO USE OUR SERVICES IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO SUCH LIABILITY.

b. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY PROVIDED ABOVE IN SUBSECTION 9(a) APPLY TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ANY OF THE SMALL RUN PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, AND EVEN IF A REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. APPLICABLE LAW MAY NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO SOME OF THE EXCLUSIONS AND LIMITATIONS PROVIDED ABOVE IN SUBSECTION 9(a) MAY NOT APPLY TO YOU.

10. Indemnification.

a. You agree to indemnify, defend, and hold harmless the Small Run Parties from and against any and all third-party claims, demands, suits, and proceedings, and all related damages, losses, judgments, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) your breach of any of these Terms or other applicable agreements with us (including any term or condition incorporated into these Terms by reference); (ii) Your User Content; (iii) any misrepresentation made by you; or (iv) your violation of any law or the rights of any third party, including any intellectual property right, privacy right, or publicity right.

b. The Small Run Parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate as fully as reasonably required by us in conducting such defense. In any case, you agree not to settle any such matter without our prior written consent.

11. Choice of Law; Dispute Resolution.

a. You agree that all claims or disputes you may have against us arising out of or related to these Terms and/or our Services must be resolved exclusively by state or federal courts in Seattle, King County, Washington, whether or not any third parties are involved. You agree to submit to the personal jurisdiction of, and agree that venue is proper in, the courts located in Seattle, King County, Washington, for the purpose of litigating all such claims or disputes.

b. These Terms and all claims or disputes that might arise between you and us will be governed by and construed in accordance with the laws of the State of Washington and of the United States, without regard for conflict of laws principles.

c. We reserve the right to seek injunctive or other equitable relief in any jurisdiction.

12. International Use. Our Services are based in the United States and we do not represent or warrant that our Services will be appropriate or available for use outside the United States. If you are located outside the United States, you agree to ensure that your access to and use of our Services complies with all applicable local, state, national, and international laws and regulations, at your sole risk.

13. Changes to our Services or Terms.

a. Our Services are updated frequently, and their form and functionality may change without notice. We reserve the right to change, modify, add, remove, or discontinue any and all of our Services, with or without notice, at any time at our sole discretion. We will not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes we make to our Services, including any loss of business or the ability to use any product, Services, or Content.

b. We reserve the right to change these Terms, including the right to modify these Terms, without prior notice, at any time at our sole discretion. All changes to these Terms will be effective when posted on our Services. By continuing to use our Services after changes to these Terms become effective, you agree to the updated Terms. You agree that we may notify you of any changes to these Terms by posting the updated Terms on our Services, and you agree to review these Terms regularly and inform yourself of all applicable changes. Changes to these Terms will not apply to any claim or dispute that arose before such changes became effective, all of which will remain subject to the version of these Terms in effect at the time that such claim or dispute arose.

14. Termination.

a. Regardless of any other statement in these Terms, we reserve the right to terminate these Terms, terminate your account (if you have an account), and/or limit, terminate, or suspend your access to or use of any or all of our Services, at any time at our sole discretion, without notice or liability, for any reason or no reason, including if you violate the letter or spirit of these Terms or other applicable agreements with us.

b. After any termination of these Terms and/or any termination of your access to or use of our Services, the following will survive and remain in full force and effect: (i) all outstanding obligations you may have to us under these Terms or otherwise; (ii) all remedies for breach of these Terms; and (iii) the following sections of these Terms: 3 (Ownership), 5 (Online Store), 7 (Disclaimer of Warranties), 8 (General Release), 9 (Limitation of Liability), 10 (Indemnification), 11 (Choice of Law; Dispute Resolution), 13 (Changes to our Services or Terms), 14 (Termination), and 16 (Miscellaneous).

15. Copyright Policy.

a. We respect the intellectual property rights of others and expect Users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond to notices of claimed copyright infringement that are properly provided to our designated copyright agent (“Copyright Agent”), whose contact information is listed below.

b. We reserve the right to remove or disable access to any Content on our Services claimed to be infringing, at any time at our sole discretion, without notice or liability. We may also terminate Users and account holders who are repeat infringers.

c. If you believe that Content on our Services has been used in a way that constitutes copyright infringement, please provide our Copyright Agent with a written notice containing all of the following information (“DMCA Notice”):

i. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

ii. identification of the copyrighted work claimed to have been infringed and of the Content that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit us to locate such Content on our Services;

iii. information reasonably sufficient to permit us to contact you;

iv. a statement that you have a good faith belief that use of the Content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

v. a statement that the information in your notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

d. If you are the provider of Content that was removed (or to which access was disabled) and you believe that such Content is not infringing, or that the use of such Content is authorized by the copyright owner, the copyright owner’s agent, or the law, you may provide our Copyright Agent with a written counter-notice containing all of the following information (“Counter-Notice”):

i. your physical or electronic signature;

ii. identification of the Content that was removed or to which access was disabled, and the location at which such Content appeared on our Services before it was removed or access to it was disabled;

iii. a statement under penalty of perjury that you have a good faith belief that the Content was removed or disabled as a result of mistake or misidentification of the Content; and

iv. your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or, if your address is outside the United States, for any judicial district in which Small Run may be found, and that you will accept service of process from the person who provided the notice of claimed infringement or an agent of such person.

e. Our Copyright Agent designated to receive DMCA Notices and Counter-Notices may be contacted as follows:

i. By postal mail: Small Run, Attn: Copyright Agent, 2118 E. Olive St., Seattle, WA 98122.

ii. By email: support@smallrunart.com

f. You acknowledge that your DMCA Notice or Counter-Notice may not be valid if it is not addressed to our Copyright Agent or it does not provide substantially all of the information specified above. To help us receive your DMCA Notice or Counter-Notice in a timely manner, please send it by email if possible. If you provide us with a DMCA Notice, you agree that we may send a copy of it (including your name and contact information) to the provider of the disputed Content.

16. Miscellaneous.

a. These Terms, including our Privacy Policy and Conditions of Sale, other applicable agreements with us, and any other terms and conditions incorporated into these Terms by reference and any other written agreements that you may enter into with us regarding our Services, constitute the entire agreement and understanding between you and us regarding our Services, and supersede any other communications, representations, or understandings.

b. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permitted, and these Terms will otherwise remain in full force and effect.

c. No delay or failure by us to exercise or enforce any right or provision of these Terms will be considered a waiver. No right or remedy under these Terms will be considered waived by us unless the waiver is in writing and signed by an authorized Small Run representative.

d. These Terms will be binding on your successors and assigns, but you are not allowed to assign, transfer, or sublicense these Terms or any right or obligation under these Terms without our prior written consent. These Terms, and all rights granted to or reserved by us under these Terms, will benefit and be enforceable by our successors and assigns.

e. There are no third-party beneficiaries to these Terms except as expressly provided in these Terms.

f. You and we are independent contractors under these Terms. No agency, partnership, joint venture, employment, sales representative, or franchise relationship is created or implied by these Terms or your use of our Services.

17. Contact Us. If you have questions about these Terms or our Services, please email us at: support@smallrunart.com. Small Run is located at: 2118 E. Olive St., Seattle, WA 98122.

18. Effective Date. These Terms are effective as of the “Last updated” date at the beginning of the Terms.