Black Friday is here! Click here to receive 35% off your purchase today!

Policies

Returns

We accept returns. To open a return for your recent order, contact us within 30 days of the order's delivery, and we will send you a return shipping label. Ship the product back within two weeks of contacting us and upon receiving the product, we will issue a full refund.

Terms of Service

Overview

Please carefully read these terms of service (“Terms” or “Terms of Service”). “You” means you individually, and if you are accepting these Terms on behalf of a company or other legal entity, that legal entity. You represent and warrant that you are at least 16 years of age and, if you are entering into these Terms on behalf of a company or other legal entity, you have the authority to bind that legal entity. By accessing or using any part of this website, you agree to be bound by these Terms of Service. IF YOU DO NOT MEET THESE REQUIREMENTS OR DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICES.

This website is operated by NOIR Gallery, LLC, a Pennsylvania limited liability company (“NOIR Gallery”). Throughout the website, the terms “we”, “us” and “our” refer to NOIR Gallery. NOIR Gallery has created a platform that brings artists and customers together by offering a range of services on and through this website and mobile applications (collectively, the “Services”) enabling you to submit, post, publish, display, promote, sell, offer for sale, browse and purchase artwork and art-related products through the Services and receive the benefits of the Services. The Services provide a user-friendly marketplace enabling artists to earn money from their artwork by making it available for sale to customers. By visiting our website, creating an account, publishing artwork, purchasing products or otherwise using the Services, you agree that you have engaged us to provide the Services to you for your benefit and you agree to be legally bound by all of the terms and conditions in these Terms, as may be amended in the future, including those additional terms and conditions and policies referenced herein and/or available by hyperlink, as well as all other rules, policies and procedures relating to the Services that we may publish from time to time. These Terms of Service apply to all users of the website and the Services, including without limitation users who are browsers, artists, vendors, purchasers, customers, merchants, distributors, wholesalers and/ or contributors of content. Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of the Services or access to the website following the posting of any changes constitutes acceptance of those changes. These Terms are not considered an offer by us to you; provided, however, in the event any of these Terms are determined by a court of competent jurisdiction to be an offer, then your acceptance is expressly limited to these Terms of Service.

SECTION 1 - ARTWORK & CONTENT

SUBSECTION A - Grant of License

Through our online artist portal, called Shop Manager (“Shop Manager”), or by other means as authorized by us, you may upload to our website or otherwise make available to us any of your artwork or content (your “Work” or “Works”) for the purpose of using the Services. If you make any of your Work available to us, you agree to the provisions of this Section 1. You hereby grant, subject to these Terms, and we accept, a perpetual, non-exclusive, sub-licensable, assignable, world-wide, license to use, publicly display and publicly perform, publish, reproduce, modify, and distribute all of the Works, whether now owned or hereinafter acquired or developed (the “License”) in our business operations and to use, reproduce, print, reprint, sell and resell the Works in or on any products, whether tangible or intangible, including without limitation, the sale of any print or canvas containing the Works and use of the Works for marketing purposes including use on social media channels, mailing lists, journals, editorial content, collections, promotions, advertising and other uses in connection with our marketing campaigns and efforts (the “Purpose”). For the avoidance of doubt, the permissible Purpose authorized hereunder shall include, without limitation, direct sales to consumers and sales through vendors and various sales channels. The License shall remain in effect indefinitely, provided, however, you may revoke the License at any time by written notice delivered to info@noirgallery.co.

We shall be permitted to use the License in accordance with the Purpose to sell products containing the Works through any sales channel whatsoever, including, without limitation, our website and any vendor or retailer, whether online or otherwise. Contact us if you do not wish to have your Works displayed and sold on products through our international websites, third party affiliates, wholesale partners, or third party retailers.

As between you and us, you own all and retain all rights in your Works. We acknowledge that we are acquiring no rights in the Works except for the License and as expressly set forth in these Terms. We further acknowledge that you shall be the owner of all advancements, developments and derivative works of the Works and any such advancement, development and derivative work performed by us, if any, shall be for the benefit of you; provided, that it shall all be subject to the License and therefore shall be licensed to us hereunder.

We and you shall each have the unilateral right to remove any certain Work from your Shop Manager profile at any time. If you remove your Works, we, our affiliates, wholesale partners, and our third party retailers will have ninety (90) days to delete your artwork from the Services. We, our affiliates, wholesale partners, and third party retailers will have the right to sell any products bearing your artwork during such ninety (90) day period.

SUBSECTION B – Specifications

You agree to provide us, in electronic format, copies of the Works. The copies delivered pursuant to the foregoing shall meet the following specifications (the “Technical Specifications”): (i) copies of the Works delivered to us must be at least three thousand (3,000) pixels on the long edge; and (ii) when delivering such copies of the Works, you agree to provide the highest resolution possible. You agree to cooperate in good faith with our request to alter or modify the Works to ensure all Works meet the Technical Specifications.

We shall be permitted to modify or alter the Works as needed, in our sole discretion, to ensure all products containing the Works meet our integrity and quality specifications, including, without limitation, perspective corrections and cropping. If you believe any of our modifications or alterations are unsatisfactory to you, please contact us immediately so we can ensure you are satisfied with the modifications and/or alterations we require.

SUBSECTION C – License Commissions

As payment for the License, we agree to pay you commissions (“Commission(s)”) upon the sale of any product containing or making use of your Works in accordance with the commission schedule posted to your Shop Manager profile (the “Commission Schedule”). As set forth on the Commission Schedule, with respect to the sale of any product containing the Works, the Commissions payable to you for such sale depends upon the print style and size of the product purchased by the end user and the sales channel through which the end user purchased such product.

All Commissions payable shall be net of any product returns. For the avoidance of doubt, you acknowledge that we offer a Return Policy and if any customer returns any product containing the Works, we intend to honor our Return Policy and you agree that you will not be entitled to Commissions from the product that was returned.

All Commissions will be paid to you within sixty (60) days from the date of the sale from which the Commission derives. We agree to provide to you, within a reasonable period of time after your written request, an itemized list of all sales containing the Works from the prior pay period, which shall list the print style, size, quantity and commission payable for products using the Works.

You are not be entitled to any minimum Commissions. If no products containing your Works are sold, you will not receive any Commissions.

We may need to amend the Commission Schedule due to fluctuation in our production cost or product pricing or other reason in our discretion. We reserve the right to amend the Commission Schedule at any time without notice. We also reserve the right to alter the available sales channels for products containing your Works and we reserve the right to alter the selection of available print styles or sizes of products containing your Works.

You acknowledge and agree that we own or have rights to use, and sells, works that are in competition with products which may use or contain the Works. You agree that we are permitted to use and sell any work, artwork or otherwise, in our sole discretion, whether or not in competition with products using or containing the Works and we have no obligation to notify you of any such use for any reason at any time. In addition, we have no obligation to sell, market or attempt to sell any products containing the Works.

SUBSECTION D – Representations and Warranties

YOU, AND NOT US, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR WORK AND OTHER CONTENT THAT YOU MAKE AVAILABLE AND ALL PRODUCTS OFFERED FOR SALE CONTAINING YOUR WORKS THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION, THAT YOU OWN OR HAVE OBTAINED ALL REQUIRED INTELLECTUAL PROPERTY AND OTHER RIGHTS IN YOUR WORK, INCLUDING WITHOUT LIMITATION, THE RIGHT TO MANUFACTURE, DISTRIBUTE AND SELL PRODUCTS THAT INCLUDE YOUR WORK. You hereby represent and warrant to us at all times that:

  • The Works are original to you and you own all rights, titles and interests in and to the Works, free and clear of any liens, encumbrances or claims;
  • You have full, unrestricted authority to license the Works to us as contemplated hereunder
  • You own all intellectual property rights in your Works or that you have obtained all copyrights, trademark rights, rights of publicity and other rights required for you to lawfully and rightfully grant the License to us and to make your Works available through the Services, to manufacture, distribute and sell products that include your Works and to grant us the rights granted in these Terms;
  • The Works do and will at all times comply with the Technical Specifications;
  • All information that you deliver to us, whether delivered to us directly by you or through your agent or representative, for purposes of your bio shall be truthful and accurate;
  • The License and the other terms and conditions of these Terms do not and will not infringe or violate the rights of any third party whatsoever;
  • You have and will continue to comply with all applicable laws, rules, regulations, and other governmental requirements relating to or affecting your performance under these Terms, and you shall obtain and maintain all governmental permits, licenses, and consents required in connection therewith;
  • Your Works and the manufacture, distribution and sale of products that include your Works does not and will not infringe the intellectual property rights or other rights of any person or entity, including without limitation any copyright, moral rights, trademark, patent, right of publicity or right of privacy;
  • Your Works do not contain material that is false, inaccurate, misleading, incomplete, defamatory, libelous, obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy, in violation of anyone’s rights, including their privacy or publicity rights, abusive, inflammatory or otherwise objectionable; and
  • Your artwork and content are accurate, not misleading or deceptive and do not offer or disseminate fraudulent or counterfeit goods, products, services, schemes, or promotions.

You agree not to take any action or omission that, after giving effect to such action or omission, that would render any of you representations or warranties contained in these Terms untrue, inaccurate or incomplete. Except as set forth expressly in these Terms, we make no representations or warranties to you of any kind, whether relating to any products containing or using the Works or otherwise.

If you are in breach of any of the representations, warranties or covenants set forth in these Terms, in addition to any other remedy available to us, we may elect to set off Losses against any amounts owed to you.

SUBSECTION E – Indemnification

In addition to, and not in substitution of, the indemnification provision below, you hereby agree to defend, indemnify and hold harmless us and our subsidiaries, affiliates, members, employees, directors, officers, agents and representatives (“NOIR Indemnified Persons”) from and against any and all Losses directly or indirectly incurred by any of them resulting from, arising out of or in connection with: (1) any breach of any of the representations, warranties, covenants or agreement made by you in these Terms; (2) any acts, omissions, negligence or willful misconduct of you or your agents or representatives; and/or (3) any claims that our authorized use of the Works infringes or violates the rights of any third party. This indemnity shall survive for our benefit indefinitely.

A claim for indemnification for any matter not involving a third party claim may be asserted by delivering, with reasonable promptness, written notice (“Claim Notice”) to the party from whom indemnification is sought. If, within thirty (30) days after delivery of the Claim Notice, the party from whom indemnification is sought does not dispute the claim in the Claim Notice in writing delivered to the party who submitted the Claim Notice, the Losses claimed in the Claim Notice shall be conclusively deemed a liability of the indemnifying party and such party shall pay the amount of the Losses to the indemnified party on demand.

As used in these Terms, “Losses” shall mean all losses, claims, demands, causes of action, damages, liabilities, payments and obligations, and all costs and expenses related thereto. “Losses” shall include, without limitation, any and all reasonable legal fees and costs incurred by any of the NOIR Indemnified Persons in defense of or in connection with any alleged or asserted liability, payment or obligation, whether or not any liability or payment, obligation or judgment is ultimately imposed against the NOIR Indemnified Persons and whether or not the NOIR Indemnified Persons are made or become parties to any such action; provided that Losses shall include punitive and consequential damages only with respect to third party actions.

All indemnification hereunder shall be effected by payment of cash or delivery of a certified or official bank check in the amount of the indemnification liability or by set-off against any amounts otherwise owed by the indemnified party to the indemnifying party.

SUBSECTION F – Infringement by a Third Party

In the event that you learn of any infringement or unauthorized use of any of the Works, you agree to promptly notify us. Either party has the right, but not the obligation, to transmit notices of infringement to or bring infringement actions against infringing parties. Both parties shall cooperate and assist in any such action, including joining the action as a party if necessary. In the event we elect to pursue the alleged infringer and you does not, any and all expenses incurred in connection with such legal proceedings shall be borne solely by us and we shall retain for ourselves any and all monies or other benefits derived from such legal proceedings, to the extent permitted by law.

SECTION 2 - ONLINE STORE TERMS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services. These Terms shall be binding on you beginning the first time you use the Services and shall continue in perpetuity at all times while and after you use the Services.

SECTION 3 - GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 4 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 5 - MODIFICATIONS TO THE SERVICE AND PRICES

Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

SECTION 6 - PRODUCTS OR SERVICES (if applicable)

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy. We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate. We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

SECTION 7 - ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy.

SECTION 8 - OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

SECTION 9 - THIRD-PARTY LINKS

Certain content, products and services available via our Service may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 10 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 11 - PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy, which is contained below.

SECTION 12 - ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 13 - PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 14 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. You agree that from time to time we may remove the Services for indefinite periods of time or cancel the Service at any time, without notice to you. You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and services delivered to you through the Services are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall we, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Services or any products procured using the Services, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. REGARDLESS OF THE PROVISIONS OF THIS SECTION, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO ONE HUNDRED DOLLARS ($100). Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 15 - INDEMNIFICATION

You agree to indemnify, defend and hold harmless us and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 16 – SEVERABILITY; RELATIONSHIP

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.

SECTION 17 - TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

You may terminate these Terms at any time by terminating your use of the Services. We have the right to terminate your relationship with us at any time. We will terminate your account if you violate these Terms or any of our policies. We may suspend or terminate your access to the Services if we determine you or your actions are in violation of these Terms or any of our policies. We may also suspend or terminate your access to all or any part of the Services or your account at any time, with or without cause, with or without notice, effective immediately.

SECTION 18 - ENTIRE AGREEMENT; FURTHER ASSURANCES

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

You agree that you will execute and deliver any and all other documents and do any and all acts and things reasonably required in connection with the performance of your obligations under these Terms.

SECTION 19 - GOVERNING LAW

These Terms of Service and any separate agreement or arrangement whereby we provide you Services shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict of law provisions. You and we expressly agree that any claim or dispute must be resolved exclusively by a state court or arbitration located in Lancaster County, Pennsylvania, or a federal court in the Middle District of Pennsylvania, except as described in the agreement to arbitrate below or as otherwise mutually agreed by the parties.

SECTION 20 – DISPUTE RESOLUTION

SUBSECTION A – Informal Resolution

In the event you are unsatisfied with the Services or our performance under these Terms, or if you experience any problems or have any disputes that you may wish to share with us, you acknowledge and agree that you will first email us at info@noirgallery.co to make us aware of the issue by describing in reasonable detail the nature of your concerns or dissatisfaction. We will do our best to resolve the matter with you directly, but in the event your problem or dispute is not resolved satisfactorily within forty-five (45) days after our we receive your written notice, you agree to be bound by the dispute resolution provisions contained in these Terms. To the extent permitted by applicable law, the informal resolution process described in this subsection is a precondition to pursuing any other process, so please do not forget to contact us first.

SUBSECTION B – Attorney’s Fees

If any legal action or other proceeding is brought for the enforcement of these Terms or the Services or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of these Terms, and we prevail in such action or other proceeding, as determined by the finder of fact, then we shall be entitled to recover from you all of our reasonable attorneys' fees and other costs incurred in that action or proceeding, including appeals, in addition to any other relief to which we may be entitled.

SUBSECTION C – Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO CLAIM UNDER THESE TERMS WILL BE JOINED TO ANY OTHER CLAIM, INCLUDING ANY CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS, COLLECTIVE, AND/OR REPRESENTATIVE PROCEEDINGS WILL BE PERMITTED. In the event that this CLASS ACTION WAIVER is deemed unenforceable by a court of competent jurisdiction with respect to any particular claim, then that claim will be resolved accordingly in a court of competent jurisdiction. If that occurs, however, this CLASS ACTION WAIVER will remain fully enforceable as to all other claims, which must be resolved on an individual basis.

SUBSECTION D – Jury Trial Waiver

YOU AND WE AGREE TO IRREVOCABLY WAIVE EACH OF OUR AND YOUR RESPECTIVE RIGHTS TO trial by jury in any Action, proceeding OR DISPUTE arising out of THESE TERMS OR THE SERVICES or the transactions relating to THE subject matter DESCRIBED HEREIN. YOU AND WE FURTHER AGREE THAT ANY CLAIM HEARD IN A COURT OF COMPETENT JURISDICTION WILL BE HEARD BY A JUDGE INSTEAD OF A JURY, EXCEPT WHERE A JURY TRIAL WAIVER IS NOT PERMISSIBLE UNDER APPLICABLE LAW.

SUBSECTION E – Limitation of Actions

You and we agree that regardless of any statute or law to the contrary, any claim of cause of action arising from or relating to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose, or will be forever barred.

SECTION 21 - CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 22 - CONTACT INFORMATION

Questions about the Terms of Service or any other notice permitted or required to be delivered to us should be sent to us at info@noirgallery.co.

INTELLECTUAL PROPERTY PROTECTION POLICY

This Intellectual Property Protection Policy is incorporated into the Terms of Service (the “Terms”). Capitalized terms not otherwise defined herein will have the meaning ascribed to them in the Terms. In the event of any inconsistency between this Intellectual Property Protection Policy and the Terms, this Intellectual Property Protection Policy will prevail.

IT IS YOUR RESPONSIBILITY TO MAKE SURE THAT YOU ARE UPHOLDING YOUR LEGAL RESPONSIBILITIES AND NOT VIOLATING ANYONE’S RIGHTS OR BREAKING ANY LAWS BY PUBLISHING OR OFFERING ARTWORK FOR SALE THROUGH THE SERVICES WE PROVIDE.

Ownership of Content

As between you and us, you own all and retain all rights in your Works. We acknowledge that we are acquiring no rights in the Works except for the License and as expressly set forth in the Terms. We further acknowledge that you shall be the owner of all advancements, developments and derivative works of the Works and any such advancement, development and derivative work performed by us, if any, shall be for the benefit of you; provided, that it shall all be subject to the License and therefore shall be licensed to us hereunder.

YOU, AND NOT US, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR WORK AND OTHER CONTENT THAT YOU MAKE AVAILABLE AND ALL PRODUCTS OFFERED FOR SALE CONTAINING YOUR WORKS THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION, THAT YOU OWN OR HAVE OBTAINED ALL REQUIRED INTELLECTUAL PROPERTY AND OTHER RIGHTS IN YOUR WORK, INCLUDING WITHOUT LIMITATION, THE RIGHT TO MANUFACTURE, DISTRIBUTE AND SELL PRODUCTS THAT INCLUDE YOUR WORK. You hereby represent and warrant to us at all times that:

  • You have full, unrestricted authority to license the Works to us as contemplated hereunder
  • You own all intellectual property rights in your Works or that you have obtained all copyrights, trademark rights, rights of publicity and other rights required for you to lawfully and rightfully grant the License to us and to make your Works available through the Services, to manufacture, distribute and sell products that include your Works and to grant us the rights granted in these Terms;
  • The Works do and will at all times comply with the Technical Specifications;
  • All information that you deliver to us, whether delivered to us directly by you or through your agent or representative, for purposes of your bio shall be truthful and accurate;
  • The License and the other terms and conditions of these Terms do not and will not infringe or violate the rights of any third party whatsoever;
  • You have and will continue to comply with all applicable laws, rules, regulations, and other governmental requirements relating to or affecting your performance under these Terms, and you shall obtain and maintain all governmental permits, licenses, and consents required in connection therewith;
  • Your Works and the manufacture, distribution and sale of products that include your Works does not and will not infringe the intellectual property rights or other rights of any person or entity, including without limitation any copyright, moral rights, trademark, patent, right of publicity or right of privacy;
  • Your Works do not contain material that is false, inaccurate, misleading, incomplete, defamatory, libelous, obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy, in violation of anyone’s rights, including their privacy or publicity rights, abusive, inflammatory or otherwise objectionable; and
  • Your artwork and content are accurate, not misleading or deceptive and do not offer or disseminate fraudulent or counterfeit goods, products, services, schemes, or promotions.

You agree not to take any action or omission that, after giving effect to such action or omission, that would render any of you representations or warranties contained in these Terms untrue, inaccurate or incomplete. Except as set forth expressly in these Terms, we make no representations or warranties to you of any kind, whether relating to any products containing or using the Works or otherwise.

We reserve the right to prescreen your Works (but have no obligation to do so), to review and remove your Works from the Services, and to cancel the Services we provide to you at any time in our sole discretion. If you submit Works that we, in our sole discretion, believe may infringe another party’s intellectual property rights, we may immediately terminate your account, in addition to any other remedies it may have.

Procedure for Reporting Infringement Claims

We care deeply about protecting the intellectual property rights of others and we expect that all of our users and members of our community will respect the rights of all content creators. Our company policy is to disable, suspend or terminate any user account that repeatedly infringes or is repeatedly charged with infringing the copyrights, trademarks or other intellectual property rights of others, if we determine in our discretion to do so under circumstances we deem proper.

If you believe in good faith that any artwork or content made available through the Services infringes upon your intellectual property rights, you may submit a notice of claimed infringement to us by providing the following information in writing to a designated agent of our Company (the “Designated Agent”):

  • Identification of the content, artwork or other intellectual property claimed to have been infringed;
  • Identification of the Works that are claimed to be infringing or to be the subject of infringement activity and that are to be removed, including information reasonably sufficient to permit us to identify and locate the material;
  • Contact information of the complaining party, including mailing address, telephone number and email address;
  • A statement that the complaining party has a good faith belief that the use of the artwork or content is not authorized by the copyright owner or other intellectual property rights owner, its agent, or the law;
  • A statement made under penalty of perjury that the information provided in your complaint is truthful and accurate and that the complaining party is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; and
  • A signature of a person submitting the complaint or is otherwise authorized to act on behalf of the owner of the intellectual property right that has been allegedly infringed.

NOIR Gallery’s Designated Agent can be contacted at the following address:

NOIR Gallery, LLC

151 1st Avenue #153
New York, NY 10003

Attention: Chief Legal Officer

Email: info@noirgallery.co

You acknowledge that if you fail to comply with all of the above notice requirements of this Intellectual Property Protection Policy, your notice may not be valid.

When our Designated Agent receives any notice in accordance with the terms of this Policy we will expeditiously investigate the claim and we will take appropriate action, as we determined in our sole discretion.

Procedure to Provide a Counter-Notice

If you, as the artist, believe that the artwork or content that was removed or to which access was disabled or for which orders were cancelled are not infringing, or if you believe you have obtained all required rights from their owners, the owners’ agent, or pursuant to the law, you may send a counter-notice containing the following information to the Designated Agent:

  • Identification of the Works that have been removed or to which access has been disabled;
  • A statement, under penalty of perjury, that you have a good faith belief that the removed Works was a result of mistake or a misidentification of the Works to be removed or disabled, that you are the true and rightful owner of the Works or have the lawful right to License the Works to use, and that you have not breached nor are in violation of any of the representations, warranties or covenants in the Terms;
  • Your name, address, telephone number, e-mail address; and
  • Your signature.

If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing the complaining party that we may replace the removed Works, cease disabling it and/or reinstate cancelled orders following the expiration of fourteen (14) days after the complaining party’s receipt of the counter-notice unless the complaining party notifies the Designated Agent that it has filed an action seeking a court order to restrain the artist from engaging in infringing activity relating to the artwork or content that was the subject of the notice.

Privacy Policy

SECTION 1 - WHAT DO WE DO WITH YOUR INFORMATION?

When you purchase something from our store, as part of the buying and selling process, we collect the personal information you give us such as your name, address and email address. When you browse our store, we also automatically receive your computer’s internet protocol (IP) address in order to provide us with information that helps us learn about your browser and operating system. Email marketing: We may send you emails about our store, new products and other updates.

SECTION 2 - CONSENT

How do you get my consent?

When you provide us with personal information to complete a transaction, verify your credit card, place an order, arrange for a delivery or return a purchase, we imply that you consent to our collecting it and using it for that specific reason only.

If we ask for your personal information for a secondary reason, like marketing, we will either ask you directly for your expressed consent, or provide you with an opportunity to say no.

How do I withdraw my consent?

If after you opt-in, you change your mind, you may withdraw your consent for us to contact you, for the continued collection, use or disclosure of your information, at anytime, by contacting us at info@noirgallery.co or mailing us at:

Noir Gallery

151 1st Avenue #153 New York, NY 10003

SECTION 3 - DISCLOSURE

We may disclose your personal information if we are required by law to do so or if you violate our Terms of Service.

SECTION 4 - PAYMENTS

If products or services are made available for purchase through the Services and you wish to purchase the products or services, you may be asked by us or our designee (or, if the products or services are being made available by a third party provider, by the third party provider) to supply certain information relevant to your purchase, including, without limitation, credit card number, expiration date, billing address and shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED BY YOU OR THROUGH YOUR ACCOUNT TO PURCHASE ANY PRODUCT AND/OR SERVICE. You acknowledge that any such information will be treated by us in accordance with our Privacy Policy. You grant us the right to provide such information to third parties in order to facilitate the completion of transactions initiated by you or on your behalf through the Services. Verification of information may be required prior to acceptance of any order through the Services.

SECTION 5 - THIRD-PARTY SERVICES

In general, the third-party providers used by us will only collect, use and disclose your information to the extent necessary to allow them to perform the services they provide to us.

However, certain third-party service providers, such as payment gateways and other payment transaction processors, have their own privacy policies in respect to the information we are required to provide to them for your purchase-related transactions. For these providers, we recommend that you read their privacy policies so you can understand the manner in which your personal information will be handled by these providers. In particular, remember that certain providers may be located in or have facilities that are located a different jurisdiction than either you or us. So if you elect to proceed with a transaction that involves the services of a third-party service provider, then your information may become subject to the laws of the jurisdiction(s) in which that service provider or its facilities are located. As an example, if you are located in Canada and your transaction is processed by a payment gateway located in the United States, then your personal information used in completing that transaction may be subject to disclosure under United States legislation, including the Patriot Act. Once you leave our store’s website or are redirected to a third-party website or application, you are no longer governed by this Privacy Policy or our website’s Terms of Service.

Links

When you click on links on our store, they may direct you away from our site. We are not responsible for the privacy practices of other sites and encourage you to read their privacy statements.

Google Analytics: Our store uses Google Analytics to help us learn about who visits our site and what pages are being looked at

SECTION 6 - SECURITY

To protect your personal information, we take reasonable precautions and follow industry best practices to make sure it is not inappropriately lost, misused, accessed, disclosed, altered or destroyed. If you provide us with your credit card information, the information is encrypted using secure socket layer technology (SSL) and stored with a AES-256 encryption. Although no method of transmission over the Internet or electronic storage is 100% secure, we follow all PCI-DSS requirements and implement additional generally accepted industry standards.

SECTION 7 - COOKIES

Here is a list of cookies that we use. We’ve listed them here so you that you can choose if you want to opt-out of cookies or not.

intercom-session-[app_id], tracks user sessions, Identifier for each unique browser section. This cookie is refreshed on each successful login ping, extending it to 1 week from that moment. The user can access their conversations and have data communicated on logged out pages for 1 week.

intercom-id-[app_id], unique anonymous identifier, Anonymous visitor identifier cookie stored for 9 months.

PREF, persistent for a very short period, Set by Google and tracks who visits the store and from where

SECTION 8 - AGE OF CONSENT

By using this site, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

SECTION 9 - CHANGES TO THIS PRIVACY POLICY

We reserve the right to modify this privacy policy at any time, so please review it frequently. Changes and clarifications will take effect immediately upon their posting on the website. If we make material changes to this policy, we will notify you here that it has been updated, so that you are aware of what information we collect, how we use it, and under what circumstances, if any, we use and/or disclose it. If our store is acquired or merged with another company, your information may be transferred to the new owners so that we may continue to sell products to you.

QUESTIONS AND CONTACT INFORMATION

If you would like to: access, correct, amend or delete any personal information we have about you, register a complaint, or simply want more information contact our Privacy Compliance Officer at info@noirgallery.co or by mail at:

Noir Gallery
151 1st Avenue #153
New York, NY 10003