Terms and Conditions

Vendor Terms & Conditions

  1. Definitions
    1. “Artist” means the original creator of the Artwork;
    2. “Artwork” means each piece of artwork submitted by you and accepted by UppstArt for sale or resale on the UppstArt website;
    3. “Parties” means UppstArt and the Vendor collectively;
    4. “Purchaser” means a person who purchases Artwork from UppstArt;
    5. “UppstArt”, “we” or “us” means Adappcity Inc., an Alberta corporation, doing business as “UppstArt”;
    6. “Vendor” or “you” means a person who submits Artwork to UppstArt for sale or resale pursuant to the terms of this Agreement and includes an Artist to the extent the sale is directly from such Artist;
    7. “Website” means the UppstArt website hosted at uppstart.io or any other web address at which the UppstArt website may be hosted from time to time.
  2. Sales
    1. For each Artwork you submit to us, you agree to provide us the non-exclusive right to offer for sale such Artwork. You may concurrently list and/or sell the Artwork on other websites or through other sales channels, provided, however, that you shall immediately notify UppstArt if the Artwork has sold through such other channel.
    2. You agree that we may use the image of the Artwork, your name, image, logo, biographical and other information about you in our marketing materials, including marketing materials related to the Artwork.
    3. UppstArt acknowledges that if you are the Artist who created the Artwork, except as set forth in this agreement or otherwise mutually agreed by the Parties, you own and control all rights to your Artwork and copyright is not transferred to the Purchasers of your Artwork.
    4. You hereby grant UppstArt a worldwide, non-exclusive, irrevocable, royalty-free, perpetual right to exercise the copyright and trademark rights (if any) you have in the Artwork for the purpose of UppstArt’s marketing and advertising efforts.
  3. Payments
    1. We shall offer the Artwork for sale at the price set by you, subject to UppstArt approval, or at such other price we may mutually agree upon (the “Offering Price”). The Offering Price shall include the packaging, insurance, shipping and handling and tax charges incurred or expected to be incurred by you for the delivery of the Artwork to the Purchaser anywhere in the USA or Canada (excluding Nunavut, Northwest Territories and the Yukon), and such charges shall be pre-estimated by you and included in the Offering Price. We may, but are not required to, request that the Purchaser pays an additional fee above and beyond the Offering Price if the cost of shipping, insurance or tax is exorbitantly high and could not have been reasonably anticipated (as determined in UppstArt’s sole discretion). You agree that you are responsible for all sales tax and other taxes incurred in connection with the sale of your Artwork and you agree to pre-estimate such taxes and factor them into the Offering Price.
    2. If an Artist wishes to sell his or her Artwork to Purchasers outside of Canada and the USA, the Artist agrees to provide UppstArt with a lump sum fee estimate to cover his or her costs of tax, insurance and shipping to a jurisdiction other than Canada and the USA. UppstArt will charge this additional shipping fee (collectively, “Additional Shipping Fees”) to the Purchaser in the event that the Artwork is sold directly from the Artist to a Purchaser outside of Canada and the USA. For transactions on our resale marketplace, Additional Shipping Fees may not be charged and the Vendor must include all pre-estimated shipping costs into the Offering Price (which is set in Ether).
    3. Unless otherwise mutually agreed, we agree to pay you an amount equal to eighty percent (80%) of the “Net Sales Price” that we receive for any of your Artwork that sells on the Website. The “Net Sales Price” shall be the amount the Purchaser pays UppstArt for the Artwork exclusive of the 5% GST charged on our commission, any sales tax (if any is collected), Additional Shipping Fees and additional packaging, insurance, shipping and handling charges incurred by UppstArt, if any. We shall send payment of the Net Sales Price and any collected Additional Shipping Fees to you as soon as practicable after the sale of the Artwork and the expiration of any applicable return period.
  4. Shipping and Return Policy
    1. You agree to ship the Artwork to the Purchaser through a reputable commercial carrier service by (i) selecting an appropriate box or crate for the shipment of the Artwork, (ii) packaging the Artwork safely and securely in the box or crate according to UppstArt’s packaging and shipping guidelines (as may be amended from time to time), and (iii) shipping the Artwork to the correct Purchaser address within seventy-two (72) hours of receiving confirmation that the Artwork has been purchased on UppstArt. You agree to deliver the Artwork to the carrier or arrange for the carrier to pick up the box at your expense. You agree that for resale marketplace transactions the Artwork must be delivered to the Purchaser within thirty (30) days of shipping, otherwise the Purchaser may elect to receive a full refund and you will be responsible for recovering the Artwork and listing it for resale again (if you so desire).
    2. You shall promptly provide us with the tracking number after the Artwork is shipped. If you are selling on our resale marketplace, you shall promptly enter the tracking number into the applicable smart contract when you confirm departure of the Artwork.
    3. You shall pay any shipping, insurance, tax and packaging charges associated with the purchase of the Artwork directly to the carrier. If UppstArt collects any Additional Shipping Fees in respect of the sale of the Artwork to cover additional shipping costs incurred by you (for shipping to customers located outside of Canada and the USA), then we will remit such Additional Shipping Fees to you at the time you receive your commission for the sale of the Artwork.
    4. In the event of damage in transit, you shall file a claim against the carrier or insurer, as applicable.
    5. For sales directly from the original Artist, we shall allow a Purchaser the right to return the Artwork, at the Purchaser’s expense, if we are notified by them within seven (7) days of delivery. You agree to accept the return and acknowledge that you shall not receive any compensation for returned Artwork, except for your actual shipping costs (as shown on an invoice from a carrier that you provide to UppstArt).
    6. Upon return of any Artwork, you agree to promptly inspect the Artwork and in the event of damage to promptly notify us in writing, keep the Artwork and shipping materials and file a claim with the carrier and/or insurer, as applicable.
  5. Discounts
    1. Any discount to be applied to your Artwork that will come, in whole or in part, out of your 80% portion of the commission shall be mutually agreed to ahead of time by the Parties.
    2. UppstArt may apply a discount to your Artwork without mutual agreement of the Parties provided that the discount comes solely out of UppstArt’s 20% portion of the commission.
  6. Your Agreement with UppstArt
    1. You agree to cooperate and collaborate with us truthfully, professionally and in good faith.
    2. You agree to respond to inquiries from UppstArt and Purchasers promptly.
    3. You agree to bear the entire risk of loss, theft, damage or destruction of the Artwork from any cause prior to your actual delivery of the Artwork to the carrier, at such carrier’s drop-off or pick-up location. UppstArt shall not be responsible for damage in transit by the carrier, but we shall assist you with information that you require to file a claim against the carrier.
    4. You acknowledge that certain information in respect of the sale of Artwork including the provenance information, image, sale price and city of the Vendor and Purchaser, may be publicly registered, recorded and disclosed by UppstArt. You irrevocably consent to such registration, recording and disclosure and understand that such information may be recorded publicly using blockchain technology and therefore may never be removed from the public domain.
    5. You agree to indemnify and hold us harmless from and against any damages and liabilities in the event of any claim or suit arising from any breach of any of your representations, warranties or obligations contained in this agreement.
    6. You shall not fake, forge, misattribute, alter or commit any fraud in respect of the Artwork you sell on the Website.
  1. Your Representations and Warranties to UppstArt

You represent and warrant to UppstArt that:

  1. If you are the Artist of an Artwork, you are the sole and exclusive owner of all rights in and to the Artwork and the Artwork does not infringe upon or otherwise violate any intellectual property rights and that the Artwork is original to you.
  2. You have the right to grant permission for the use of the Artwork as specified in this agreement, including listing for sale, marketing and selling the Artwork on UppstArt.
  3. You have the power and authority to enter into this Agreement and you have no knowledge of any third-party claims regarding proprietary rights of the Artwork that would interfere with the rights granted under this Agreement.
  4. All biographical and other information about you or the Artwork submitted by you to UppstArt (if any), is true, correct and complete.
  1. Our Agreement with You
    1. Our marketing efforts shall be in material conformance with all applicable laws and regulations.
    2. We agree to indemnify and hold you harmless from any damages in the event of any claim or suit arising from any breach of our representations, warranties or obligations contained herein.
  2. Mutual Agreements
    1. The Parties agree that ownership and title to any Artwork sold by UppstArt under this Agreement shall pass from you to the Purchaser upon the purchase, payment and delivery of the Artwork to the carrier, subject to any right of return.
    2. The Parties shall primarily communicate with each-other through email, phone or mail. You agree to supply us with and maintain an active email address and monitor that email regularly. You shall inform us if you will be traveling for any period of time that would interfere with your ability to promptly deliver the Artwork when it is sold by us.
    3. This Agreement expresses the complete understanding of the Parties and replaces and supersedes all prior representations, agreements and understandings between the Parties, whether written or oral. This Agreement may be modified by us from time to time upon written notice by us to you of any such changes via e-mail, and such changes shall become binding on you upon the later of the expiration of such ten (10) day period or the date set forth in our notice to you. If you do not agree with the changes then you may notify us that you wish to remove your Artwork for sale from our website and we shall de-list such Artwork before the changes come into effect.
    4. The Parties agree that neither Party shall be liable to the other Party for any incidental, consequential, exemplary, punitive or special damages.
    5. The Parties agree that nothing contained in this Agreement shall place the Parties in the relationship of agent, franchisee, employee, consultant, officer, partner or joint venturer.
    6. Either Party may terminate this agreement for any reason upon five (5) calendar days’ prior written notice to the other Party.
    7. If you violate any terms of this agreement, we reserve the right to immediately terminate this agreement.
    8. Re-Sale Commission: UppstArt is developing an arrangement whereby a re-sale commission may be paid to the original Artist of the Artwork in the event that such Artwork is re-sold by the Purchaser (or future Purchasers) on the Website (the “Re-Sale Commission”). The Re-Sale Commission concept is new, innovative and subject to change based on market, legal, technological and other factors. Accordingly, UppstArt does not guarantee and is not bound by such a Re-Sale Commission to the Artist, including the Vendor if applicable, and expressly reserves the right to modify, terminate or not to proceed with the Re-Sale Commission. If you are an Artist, you acknowledge that you have no right to receive the Re-Sale Commission and it is paid at the discretion of UppstArt in such amounts, at such times and for so long as UppstArt maintains the Re-Sale Commission arrangement.
  3. Miscellaneous
    1. This agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without reference to conflict of laws principles. You agree to submit to the jurisdiction of the Courts of the Province of Alberta situated in Calgary, Alberta for all disputes under this Agreement.
    2. This agreement may be executed electronically (via PDF, fax, Docusign or other electronic means) and in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. Alternatively, this Agreement shall be deemed to be executed when the Vendor establishes and/or maintains an account on the Website.
    3. If any provision of this agreement is determined to be invalid or unenforceable in full or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions of this agreement shall continue in full force and effect.

General Terms & Conditions

Abuse & Account Suspension

We encourage you to report to UppstArt any offensive content, abuse, violations of these terms and conditions and other misuse of this website.

Without limiting the actions that UppstArt may take, UppstArt has the right to suspend or terminate any accounts, prevent persons or organizations from using UppstArt, remove and delete content, delete inactive accounts periodically and take any other action to maintain the integrity of this website and enforce our terms and conditions and privacy policy.

Users of UppstArt, it’s Website or services (including Artists, Vendors and Purchasers) shall not fake, forge, misattribute, alter or commit any fraud in respect of the Artwork they sell on the Website. All Vendors and Purchasers agree to at all times act honestly and in good faith when transacting and communicating with each other through UppstArt.

Limitation of Liability, Release & Indemnity

You agree that UppstArt is not responsible for any actions, omissions, content, items or images that are done or listed on UppstArt. UppstArt does not guarantee the completion of transactions, quality of artwork, legality, quality and accuracy of items advertised for sale, the seller’s ability to complete the transaction or the buyer’s ability to pay for the items purchased. UppstArt does not guarantee uninterrupted access to our services and is not responsible for interruptions of service.

To the extent permitted by law, UppstArt expressly excludes all implied warranties and is not liable for any losses or damages arising out of or caused by your use of UppstArt or its services. Notwithstanding the foregoing, if UppstArt is found to be liable then our liability to any person who uses UppstArt or any third party is limited to the actual amount paid to UppstArt that gives rise to the liability.

You release UppstArt and any of its officer, directors, employees and agents from any losses, damages (including consequential, special and exemplary damages) and claims arising from or caused by a dispute with any other user of UppstArt’s website or services.

You agree to indemnify and hold UppstArt harmless from any loss, damages (including consequential, special and exemplary damages), claims and demands made by any third party arising from any breach of these terms of use by you or your violation of any applicable law or rights of any third party.

Returns

For purchases of artwork directly from the Artist (other than on our resale marketplace) the Purchaser may elect to return their Artwork within 7 days of receiving it.

The Purchaser acknowledges that if they elect to make a return of Artwork to an Artist then the Purchaser will be responsible for the cost of return shipping and UppstArt will withhold from the Purchaser’s payment and remit to the Artist the actual amount incurred by the Artist to ship the Artwork to the Purchaser.

Returns on UppstArt’s resale marketplace are discretionary and must be agreed upon by the Vendor, UppstArt and the Purchaser.

Terms and Conditions Specific to Resale Marketplace and DApp

The following additional terms and conditions apply to the use of the UppstArt resale marketplace, decentralized application (DApp) and any area of the site that relies on Ethereum blockchain smart contracts to complete purchases (collectively, the “Resale Marketplace”):

  1. Artists, Seller, Buyers and other users (collectively, “users”) use the Resale Marketplace and underlying smart contract technology at their own risk. UppstArt is not responsible for any loss or losses whatsoever caused by a user’s use of or reliance on the Resale Marketplace, including, without limitation, loss of Ether due to technical failure, system failure, smart contract failure, bugs, smart contracts not working as intended and/or fraud by users.
  2. Seller is responsible for setting the Artwork for sale, setting the price in WEI (smallest unit of Ether) and periodically updating the price if desired by the Seller to reflect currency fluctuations. UppstArt is not responsible for any losses caused by currency fluctuations in the price of Ether.
  3. Buyer must provide complete and correct shipping information by filling out the applicable shipping details form after they have purchased Artwork. The Seller is not responsible for shipping the Artwork until shipping details are provided.
  4. Seller must ship the Artwork to the address provided by the Buyer within 72 hours of a purchase being made and shipping details being provided.
  5. Seller is responsible for obtaining a shipping tracking number for the shipment of the Artwork and inputting it into the “Confirm Shipping Departure” function of the Seller control panel on the applicable art product page promptly after shipping the Artwork. UppstArt is entitled to rely on the shipping tracking number so provided for all information about the status of a shipment, including, without limitation, the delivery status.
  6. Buyer can receive a full refund by clicking “refund” in the buyer control panel on the applicable art product page if the Artwork is not delivered within 30 days.
  7. All sales are final and returns are at the discretion of the Seller unless otherwise indicated on the applicable art product page.
  8. After the shipping tracking number indicates that the shipment is delivered, Buyer has 48 hours to raise a dispute using the “Raise Dispute” function on the applicable art product page and notify UppstArt of the dispute. If a dispute is raised, UppstArt will contact the Seller and Buyer to arbitrate the dispute. UppstArt’s decision in respect of a dispute’s outcome is final and the Buyer and Seller agree that they shall be bound by UppstArt’s decision. UppstArt is not liable for any losses to the Buyer or Seller caused by it’s decision in respect of a dispute.