Terms and conditions

1. INTRODUCTION

  • This website is accessible through URL https://galry.net/ including all of its pages, sub-pages, slugs, and links, or any other domain name or sub-domain name to which this website might in future migrate by the authority of its webmaster, creator, owner, administrator, and data controller, namely Moeed U. Q., Esq., office at 19 Ayub Lawyers Plaza, District Bar Compound, Abbottabad.
  • The first party to this contract is M/s Art Patron (SMC-Private) Limited, having corporate unique identification number (CUIN) 0261722, incorporated under the Companies Act, 2017, and registered with the Securities and Exchange Commission of Pakistan (SECP) on the 28th of June, 2024, registered office address: Al-Manzar, Noor Elahi Road, Adjacent Police Lines Mosque, Abbottabad, Khyber Pakhtunkhwa, Pakistan.
  • The second party, appearing as pronouns “you” and “your” etc., refers to whoever uses or visits this website, applies for an account on the website, or is a registered user.
  • These terms and conditions are a contract between you and the first party, and these come into force the moment you visit the website.
  • Please read these terms and conditions carefully before creating an account or placing your order.
  • By signing up for an account on the website, using the website, or placing an order, you agree to these terms and conditions and to the website’s policies and notices.

2. CONSENT AND AGREEMENT

  • By entering or using the website, you hereby agree with your free consent:
    • To abide by these terms and conditions and the website’s policies and notices, all of which are substantive parts of these terms and conditions;
    • To have your personal data that you choose to provide through this website, collected and processed by the data controller, further detailed in the privacy policy;
    • To abide by all announcements, instructions, information, and additional terms communicated through the website or through electronic communication; and
    • To be subscribed to the mailing list upon signing up for an account and to be sent newsletters and promotions. However, you may choose to unsubscribe at any time.

3. USER REGISTRATION AND ACCOUNTS

  • To purchase a product on the website, you must have an account. You may register for free to get an account on the website. After filling up the registration application according to the form provided on the website and hitting the ‘create account’ button, your application for registration shall be submitted.
  • The website may send verification emails to verify your email address and to check the authenticity of the person registering. To confirm the registration process, you may verify your registration in the manner specified in the verification email.
  • You are solely responsible for any actions taken on your account. Passwords for accounts should be kept confidential. You shall have the sole responsibility for the protection of your passwords. Passwords for your account shall not be visible to the first party in plain text. You may change your account password by going to the Account page and clicking the Security tab.
  • Remember that you are not allowed to use another user’s account without that person’s consent.
  • You may create multiple accounts with different login emails. Each registration by you shall create a new contract between yourself and the website, enforceable separately from any previous contract(s).
  • Upon your registration on the website, you shall alone be responsible for entering, changing, or updating your data and any problems that might arise regarding your personal information.
  • All personal data provided by you will be saved by the website on its rented server space, subject to section 5. Please read the privacy policy for details.

4. EMAIL SUBSCRIPTIONS AND ELECTRONIC COMMUNICATION

  • The first party may send and receive emails from and to the following email addresses:
    • art@galry.net
    • accounts@galry.net
    • admin@galry.net
    • sales@galry.net
    • support@galry.net
  • You hereby agree to receive from the first party, emails or other electronic communication containing updates, intimations, instructions, information, additional terms, reports, newsletters, notices, sale updates, external links, and all other necessary communication required to fulfill the purposes of this contract or of any law applicable between you and the website.
  • You may unsubscribe at any time but doing so shall not discharge you of your obligations.

5. DELETION, TERMINATION, AND SUSPENSION OF ACCOUNTS

  • If you wish to delete your account, you may apply for it by going to Account > Security and clicking the ‘Delete account’ button. You can confirm the request by following the instructions sent to your email inbox by the accounts desk.
  • You agree that the first party may, at its discretion, deny service, suspend, or terminate your account if you engage in any of the activities mentioned in section 18.
  • The first party will strive to provide you with a warning and an opportunity to rectify the situation before taking any action against your account. However, in cases of severe or repeated violations, you agree that the first party may take immediate action and even terminate your account without prior notice to you and without recourse to arbitration under section 20.
  • If you disagree with any action taken against your account, you can contact the accounts desk (accounts@galry.net) to review the decision.
  • The first party shall have no obligation under this contract towards you after the deletion, termination, or suspension of your account.
  • If your account is deleted, the entire account shall be deleted, however, all or some of the personal data provided by you may be saved by the website for as long as there is a need to do so, unless requested to be permanently deleted by selecting the appropriate option with the ‘Delete account’ button.
  • An account once deleted or terminated cannot be restored. You may create a new account after the deletion or termination of your previous account unless otherwise decided by the administrator.
  • Please remember that you are not discharged of your obligations merely by deletion, termination, or suspension of your account or denial of service.

6. COPYRIGHT LICENSES

  • Products are available on this website under standard and extended licenses. Please see the license page.
  • Under the standard license, you can download digital images free of charge from their original sources.
  • To acquire the extended license, log into your account and click ‘Get license’ on the home page.
  • Words, terms, and phrases used in these licenses have the same meanings and inclusions as those assigned to them in section 22.
  • Standard License:
    • Name and description of the licensed works: Several digital images of public domain art displayed on the website, not specifically available under the extended license.
    • Owner of the licensed works: Rawpixel Ltd. (https://www.rawpixel.com/) has dedicated its rights under the CC0 1.0 Universal public license. (https://creativecommons.org/publicdomain/zero/1.0/legalcode.en)
    • Type of license: The standard license is the creative commons CC0 1.0 Universal public license. (https://creativecommons.org/publicdomain/zero/1.0/)
    • Rights under this license: Subject to the law, following are your legal rights under this license:
      • For permitted use only: You may access, view, display, download, store, and print the digital images from their original sources.
      • Other rights: You may exercise all other rights under the CC0 1.0 Universal public license. (https://creativecommons.org/publicdomain/zero/1.0/)
      • Residual rights: Residual rights, if any, belong to the owner of the licensed work, subject to the creative commons CC0 1.0 Universal public license. (https://creativecommons.org/publicdomain/zero/1.0/)
    • Duration: This license shall remain active for as long as the licensed works are available at their original sources.
    • Geographical limitations: This license has the same geographical limitations as those imposed on the several works by the respective applicable laws.
  • Extended License:
    • Name and description of the licensed work: Featured collection, namely, “The Manifest” – A product line available in the Shop section, consisting of a hardcover art book, a downloadable digital art book, and several framed art posters from the art book.
    • Owner of the licensed work: Moeed U. Q., Esq.
    • Licensor: Moeed U. Q., Esq.
    • Licensee: Current user who applies for, and is granted, the extended license.
    • Type of license: The extended license is obtained through this website as a nonexclusive, non-sublicensable, worldwide distribution license.
    • Rights under this license: Subject to these terms and conditions, following are your legal rights under this license:
      • For personal use only: You may view, possess, store, print, and make copies of the materials containing the licensed work.
      • Distribution right: You may distribute copies of the licensed work for a pre-tax net profit of twenty-five euros each, only by making your offers to sell in the manner prescribed at galry.art. Your offers are deemed accepted only when your clients obtain this license by entering your user ID in the field above the ‘Get license’ button on the home page.
      • Residual rights: All residual rights, including but not limited to ownership of the work and licensing rights, stand reserved by the licensor.
    • License fee: This license can be obtained for executory consideration (a promise to pay the license fee within 30 days of obtaining the license). The fee for this license is paid in shape of the price paid to purchase a copy of the licensed work.
    • Fee structure and breakdown: The license fee when paid, after deduction of transaction and/or payment gateway charges and taxes on transactions, is the distributor’s gross profit. The original copyright owner receives a percentage of the gross profit as royalty, and the distributor receives a fixed amount of net profit. The residue remaining of the gross profit after deduction of the royalty, net profit, costs, expenses, professional fee, management fees, and taxes, is the administrator’s reimbursement.
    • Revocation of license: This license immediately stands revoked after 30 days of obtaining it, unless the licensee earlier retains it by paying the fee for the use of it, and also immediately stands revoked when the licensee’s request for cancellation, return, refund, or chargeback is approved.
    • Effect of revocation: After the revocation, all offers to sell under the license turn void and the licensee does not receive payouts, even though the licensee’s account wallet may show new transactions.
    • Expiry: This license does not expire for as long as the licensed work remains available for sale in the Shop.
    • Geographical limitations: Subject to the delivery policy and applicable laws, this license has no geographical limitations.

7. SALE, SHIPPING, AND DELIVERY OF PRODUCTS

  • Only such products are considered available for sale as are displayed in the Shop.
  • The products on the website are either in physical form as described in the product details, or in digital form available as downloadable digital products in Account > Downloads.
  • Products are delivered or made accessible after being purchased using any of the available payment options. Digital products are made accessible within a reasonable time (usually within five days of placing the order), to be downloaded through buttons, links, or external links on the website and/or in an email from the website. Physical products are delivered within a reasonable time (usually within five weeks of placing the order) to a valid address. No item will be delivered to a P.O. box.
  • An order, having its status changed to ‘Completed’ in Account > Orders, indicates that the delivery process has been finalized. This means that in the case of a digital product, the product has been made available for download, and in the case of a physical product, the delivery service has confirmed the completion of delivery of the purchased item to the customer’s designated address.
  • Shipping is free to all territories except Antarctica, Bhutan, Bonaire, Saint Eustatius and Saba, Brazil, British Indian Ocean Territory, Cuba, Curaçao, Falkland Islands, India, Isle of Man, Niue, Northern Mariana Islands, Pitcairn, Saint Martin (French part), Tajikistan, Tokelau, Turkmenistan, US Minor Outlying Islands, and Western Sahara.
  • Physical products are not sold if your shipping address is in Ascension, Bouvet Island, French Southern Territories, North Korea, Saint Barthelemy, Svalbard And Jan Mayen, and Tristan da Cunha.
  • In this section, reasonable time means the time that would necessarily be required to get a job done, owing to prevailing conditions, circumstances, and course of events.

8. PAYMENT METHODS AND PURCHASE OF PRODUCTS

  • Payment methods may include direct bank transfer, cryptocurrency, credit card or debit card payments, and digital wallets such as Google Pay and Apple Pay.
  • 1D3 DIGITECH OÜ incorporated in Estonia with its register code 16515982 is an authorized global distributor of galry.net (for digital products only).
  • In addition to the above, the payment service provider for Visa and Mastercard credit card and debit card payments in respect of all types of products is PayPro (https://paypro.com.pk/). PayPro (Pvt.) Ltd. has its registered office at: Suite 302, Tariq Center, Tariq Road, Plot 1C, Block 2, PECHS, Karachi, Pakistan.
  • To purchase a product on this website, you need to be a registered user. By placing an order, you acknowledge that you have read, understood, and agree to these terms and conditions, and the website’s policies and notices. You cannot place an order without agreeing so.
  • To place an order, you must log in, visit the Shop section, choose a product, add the product to the cart, then proceed to checkout, enter a payment method and billing and/or shipping details and place your order to receive the product under an extended license.
  • You can also obtain an extended license by filling up a form on the home page with the relevant option. After submitting the said form, you will receive the license details and other useful information on the screen.
  • You can use the extended license against an executory consideration, i.e., your promise to pay the fee for it within 30 days of getting the license.
  • To retain the extended license, you must pay the license fee within 30 days of getting the license, by purchasing a copy of the licensed work from the Shop. The license immediately stands revoked in case you fail to retain it within the time and in the manner outlined in this clause. It also immediately stands revoked when you obtain a refund or chargeback on your said purchase.

9. REFUND, CANCELATION, RETURN, AND CHARGEBACK

  • Refund on non-delivery: If you don’t get access to your purchased digital item within 5 days after placing the order or you don’t receive your purchased physical item within 5 weeks after placing the order, you may send a request for a full refund by emailing the sales desk on its email address sales@galry.net not later than 7 days after expected access to the digital item or expected delivery of the physical item.
  • How to cancel an order: If your order was placed by mistake or you change your mind about the purchase, you may request for cancellation of your order to receive a full refund by emailing the sales desk on its email address sales@galry.net not later than 24 hours after placing your order for any item and in case the item is digital, before downloading any part of it.
  • How to return an item: If the physical item you receive is not the same as described on the website or you receive a physical item other than the one you ordered, you may send a request for returning the item to receive a full refund by emailing the sales desk on its email address sales@galry.net not later than 7 days after the item is delivered to you.
  • Mode and manner of refund: After you send a request for a refund, provide the information that may be asked from you by the sales desk. If your request for refund is approved, the sales desk will ask you via email for your preferred mode and manner to receive the refund. All refunds are subject to deduction of third-party fees and charges, and applicable taxes.
  • If no request is made: If you do not make any of the requests as mentioned above within the specified time limits, you will no longer be eligible for the refund. This will be interpreted as your complete satisfaction with the purchase and your acknowledgment that the payment transaction was made intentionally and with your free consent.
  • Chargebacks: Time limits, requirements, and conditions for chargebacks vary, and depend on applicable laws and the policies of third parties. Chargebacks do not apply to direct bank transfer and cryptocurrency payment methods.

10. ACCOUNT WALLET AND PAYOUTS

  • Your account wallet displays a new transaction every time an amount is credited to or debited from it. The option of wallet top-up is not available.
  • You receive a credit transaction of an amount equivalent to twenty-five euros in your account wallet for every accepted offer to sell made by you in the prescribed manner, irrespective of the price of the product that your client might purchase.
  • If a client of yours fails to purchase a copy of the licensed work within the stipulated time, the amount of the corresponding prospective profit is debited from your account wallet.
  • The amount displayed in your account wallet is for account keeping and informative purposes only. This means that this amount cannot be spent for purchases on the website or elsewhere on the Internet, but can only be paid out to you on the directions of the administrator, as per this section, to your receiving account, the details of which can be saved by you on your Account page.
  • To receive payouts, go to Account > Payouts, enter your receiving account details, and click ‘Link account’.
  • Payouts are made to your receiving account in your account’s currency at the prevailing interbank exchange rates.
  • Payouts may not include the entire wallet amount. Only the amount of profits accrued from successful distributions is paid out. Remaining amount in the wallet, if any, is paid out if and when prospective profits turn into profits from successful distributions.
  • Funds are transferred periodically, as payouts of profits from your successful distributions, to your receiving account, after you link and verify it.
  • Usually, it takes 180 days to execute a payout, however, it may take further time owing to circumstances beyond the control of the administrator and the first party.
  • No payout is executed for a distribution which is not made in the prescribed manner, or made prior to getting an extended license, or for a distribution to yourself by typing in your own user ID in the field when hitting the ‘Get license’ button.
  • Subject to the following clause, when an amount is paid out to you, an equivalent amount is debited from your account wallet.
  • Subject to the law, all applicable taxes, whether withholding or of any other classification, government fees, transaction fees, currency conversion fees, taxes on transactions, and all other charges and expenses are deducted from the payout amount by this website, its administrator, partners, contractors, or agents, the first party, government agencies, and the concerned third parties including but not limited to financial institutions, before the funds are transferred to your receiving account. For example, if your payout amount is one thousand euros and the fees and taxes etc. on the transaction are three hundred euros, you will receive seven hundred euros in your receiving account.
  • Subject to the law, and regardless of the deduction of taxes (including withholding tax) under the preceding clause, you shall be solely responsible for the payment of any and all applicable taxes, including but not limited to income tax, arising from or related to your use of the extended license.
  • Payouts shall not be executed if the payout amount would become equal to or less than zero after deduction of fees, charges, and taxes.
  • The information contained in these terms and conditions should not be considered legal or tax advice. Please consult qualified legal and tax professionals before taking any decision.

11. SERVICE AVAILABILITY

  • Excluding special circumstances, the website’s services will be available 24 hours a day, 7 days a week.
  • In case the webmaster needs to temporarily suspend the website’s services due to system operation, error management, regular inspections, system replacement, network failure, or unavoidable factors such as, but not limited to, natural disasters, national emergencies, technical difficulties, phone-line or internet service interruptions, civil or political unrest, war outbreak, civil disobedience, civil war, economic meltdown, financial crisis, epidemic, pandemic, state of emergency or act of God, the availability of the website’s services may suddenly be interrupted.
  • When the interruption of the website’s services is planned, a public announcement shall be made stating the interruption period and nature of the work. However, if there are unavoidable reasons where the webmaster cannot publicly announce a service interruption, a notification may be made after the event has passed.
  • The webmaster may suspend the user registration feature or any other feature or may postpone delivery of any or all services or products to you if the website is experiencing operational or technical difficulties or if there are reasons beyond control such as those mentioned in this section.

12. LIMITATION OF LIABILITY

  • This website and its services are being provided on an as-is and as-available basis. Details of security measures enforced on the website are available in the privacy policy. Although the webmaster has taken all reasonable and possible steps to enhance the security of the website, he still cannot guarantee that the security measures as applied are completely foolproof, therefore any information that you provide on the website shall be at your own risk.
  • You acknowledge that you are solely responsible for your own decisions and actions. The first party, its agents, representatives, partners, contractors, collaborators, suppliers, employees, and the administrator or webmaster shall have no liability or responsibility:
    • for any email communication from and to any email address other than the ones mentioned in section 4;
    • for any loss or damage caused to anyone due to interruptions in service or network availability;
    • for any loss or damage you may incur as a result of your use of this website or any of its features, services, and products;
    • for any of the circumstances mentioned in section 11, security breach, data leak or hack or any other form of system compromise on the website;
    • for any information, content, validity and/or accuracy of data that a user posts while using the website’s services;
    • for any outcome arising out of loss of passwords or forgotten passwords of the second party;
    • for non-performance of his duties under these terms and conditions if caused by conduct of the second party, operation of law, government policies or regulations to which he is subject, or by any of the circumstances mentioned in section 11;
    • for any risk, loss, or damage caused to the second party due to a third-party fraud, social engineering, system hack, or technical error in any financial transaction;
    • for illegal, unwarranted, excessive, negligent, careless, harmful, or unauthorized acts of the second party;
    • if a nonexclusive license acquired by the second party does not generate any profit;
    • to deliver any product or pay any sums to the second party if incorrect details or data have been entered by the second party; or
      with respect to services provided free of charge;
  • And if such events may occur, you hereby waive your option to hold the first party responsible for the same, whether in contract, tort, or any other legal theory.

13. INDEMNITY

  • To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless this website, its webmaster, and his employees, agents, and contractors, from and against any or all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the services or your violation of any of these terms and conditions.
  • This defense and indemnification obligation shall survive these terms and conditions and your use of the services.

14. WAIVER

  • You hereby waive your option to claim that you do not understand this contract or communication between yourself and the website.
  • You hereby undertake to be fully clarified of the authenticity and safety of online payment systems as your sole responsibility.
  • You shall have the sole responsibility for your online payment safety, financial transactions, and protection of your credit card, debit card, online banking information, bank account details, or other personal information.
  • You shall make your financial transactions and provide personal information solely at your own risk and costs.
  • You hereby waive your option to hold the first party responsible in case of any security breach, system hack, data leak, any form of a system compromise on the website, or any financial loss caused to you by a third person.
  • You hereby give your consent to the first party’s option to discontinue the sale of any product on the website, to temporarily or permanently suspend or postpone any or all of the features or services of the website, or shut it down entirely at any time without prior notice.
  • You agree that the first party shall not be liable in any manner whatsoever in case of any losses incurred or any expected profits not accrued by you or any other person, which would not have incurred or would have accrued had such sale, features, services or the website not been discontinued, suspended, postponed or shut down.

15. DISCLAIMER

  • Beware of scammers and imposters. We will never ask you to make any kind of payment outside of this website. The only way we collect payments is through sale of products through the Shop. Please do not send money to anyone claiming to be associated with this website. Please carefully read how the sender’s email address is spelled. Do not respond to emails that show the sender’s email address other than this website’s official email addresses mentioned in section 4.
  • Please refer to the white paper at galry.net/white-paper to learn about the legality and legitimacy of this website’s operations and business model.
  • Before you sign up or make a purchase, please fully read and understand these terms and conditions, along with all the policies and notices of this website. If you use this website, it shall be understood that you have fully read and that you agree to all these terms and conditions, policies, and notices and that you know and understand all your rights and obligations.
  • Please consult a qualified financial advisor before making any financial decisions based on the information provided on this website. The content, information and tools on this website are not intended to provide financial advice.
  • No specific level of earnings or success is guaranteed. Net profits depend on various factors, including but not limited to your effort, time, skills, market conditions or fluctuations, competition, technological issues, legal or regulatory changes, and the specific activities you choose. Your results may differ significantly from the results of others who use the extended license. Past performance is not indicative of future results. You should be aware of these risks and assess your own risk tolerance before participating.
  • This website does not offer any kind of job, work, or employment. It does not promote or provide information in relation to working from or at home, remote work, or telework. It does not offer any kind of a marketing program and does not collect any collection fees in relation to any kind of marketing by whatever name called. It does not use a matrix scheme approach. It does not claim, promise, or promote any rewards, income, salary, or a business or investment opportunity.
  • This website provides a mechanism for people to share art with interested members of the community by providing the right to distribute the licensed work under a copyright license in the prescribed manner.
  • You will not be asked to make any payment for being registered on the website. You will not be asked to make any payment to become a licensee, seller, or distributor. Payments made by you on the website shall only be for the products that you purchase from the Shop.
  • Every product is sold on this website as-is. The principle of caveat emptor applies to all products sold through this website. The images of the products displayed on the website are mockups, so the actual products would not be exactly the same as they appear on screen. The first party and the website administrator disclaim all liabilities and all warranties, whether express or implied, in connection with your use of the services and for all uses of the products, to the fullest extent permitted by applicable law.
  • Nonexclusive licenses are used by several licensees, therefore you may or may not be able to realize the same or higher amount of total net profits from your distributions as other licensees could or would do so.
  • Please remember that subject to section 10, you will receive payouts only if your clients make their respective payments; you will not get paid for mere license acquisitions by your clients, and it is your sole responsibility to secure successful distributions by asking your clients to purchase copies of the licensed work.
  • Payouts are executed in accordance with section 10. Therefore, a request for a refund or chargeback will be refused if you take the ground that you did not receive a payout after placing your order, or that the payout was received but did not include the entire wallet amount. Furthermore, such refusal shall not be considered breach of contract.

16. WARRANTY

  • The administrator and the first party make no claims, no representations, no warranties, and no guarantees, whether express or implied:
    • That the services are appropriate or available for use in every country and every part of the world;
    • That the products purchased under nonexclusive licenses will always generate profit upon your offer to sell; and
    • That any return, refund, or chargeback will be made on your inability to secure successful distributions.

17. AGENCY

  • You hereby grant exclusive authority to the first party to do the following acts on your behalf and as your agent:
    • To receive sums from your clients in exchange for copies of the licensed work purchased by them upon your offer to sell in the prescribed manner;
    • To deliver them copies of the licensed work so purchased; and
    • To pay royalties to original copyright owners, professional fee, management fees, and all incurred costs and expenses in respect of your distributions.

18. OBLIGATIONS

  • In addition to all other obligations found in this contract, you shall not:
    • Use another user’s ID or password to act like that other user;
    • Enter false information while registering or changing personal data;
    • Use the website’s services or products for any illegal act (doing so shall make you solely responsible, leaving no liability upon the first party);
    • Use the website’s services or products to cause damage or financial loss to anyone including the first party;
    • Fake or forge proof of purchase;
    • Make a profit or do any activity other than what is permissible or in a manner not warranted by these terms and conditions;
    • Play or attempt to play fraud with the first party or third parties in any manner whatsoever;
    • Copy or reproduce, or conspire with any person in copying or reproducing this website’s design, business model, or ideas;
    • Distribute, redistribute, rebrand, display, sell, or resell in violation of these terms and conditions;
    • Send spam, malicious data, or software through any means to the website or use any code, files, applications, automation, software, programs, or other technologies designed to or capable of disrupting, compromising, damaging, or limiting the functionality, either of the website, or any software or hardware through which the website is operating;
    • Apply on the website any systematic or automated data collection of the website or any of its material, including but not limited to user enumeration;
    • Do any activity which interferes with the stable operation of the website and its services;
    • Execute a hack or attempt to hack the website; or
    • Post, publish, or circulate any information on the website or anywhere else concerning the website that undermines or causes harm to the website or its webmaster or disturbs social order, public morals, decency, or customs.
  • In case you breach any of your obligations under these terms and conditions, the first party may rescind this contract, terminate your account, or both, and you shall be liable to make payment amounting to one hundred million euros to the first party as damages in addition to compensation for actual loss.

19. AMENDMENTS

  • The first party may amend these terms and conditions, and the website’s policies and notices at any time, and in case it does so, it will release a public announcement posted on the website a week before the application of the amendments.
  • If you refuse to accept such amendments, you may communicate your refusal to the support desk within seven days of such public announcement. Upon your refusal, such amendments shall not be operative against you.
  • If you fail to communicate so within seven days from the date of such public announcement, it shall be understood that you have accepted the amendments, and the amended contract, policies, or notices shall be enforceable in their amended state forthwith.
  • Your continued access or use of the website signifies your assent to the amendments.

20. ARBITRATION

  • Before any proceedings under the following section, any dispute, controversy, or claim arising under, out of, or relating to this contract, and any subsequent amendments of this contract, including but not limited to its formation, validity, binding effect, interpretation, performance, breach, or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO Arbitration Rules, and under the doctrines of separability and compétence de la compétence.
  • The existence of, the disclosures made during, and other confidential information such as trade secrets revealed in, the arbitration proceedings shall be confidential, and so shall be the award rendered thereafter. The party seeking arbitration shall take the necessary steps under Article 54 and Part VII of the said Rules to ensure confidentiality.
  • The arbitral tribunal shall consist of three arbitrators.
  • The place of arbitration shall be the WIPO Arbitration and Mediation Center at Singapore.
  • The language to be used in the arbitral proceedings shall be English (UK).
  • The dispute, controversy, or claim shall be decided in accordance with the laws of the Cayman Islands.
  • All costs of arbitral proceedings shall be borne by the party initiating recourse to the arbitration.

21. FORUM AND GOVERNING LAW

  • The parties may resolve their disputes in forums of competent jurisdiction within the territory of the Cayman Islands, the laws of which shall govern this contract and the same shall apply to the interpretation and enforcement of this contract or for resolving disputes that may arise between the parties, either as litigation between the parties in court or as settlement out of court and this contract shall be understood to have been entered into within the said territory.

22. INTERPRETATION

  • As much as the context permits, words, terms, and phrases not specifically defined here shall be taken to have their natural and commonly understood meanings and inclusions. For interpretation of this contract and the policies, notices, and all communication between you and the website, the following words and phrases shall have the meanings and inclusions assigned to them in this section:
    • “Account wallet” means the wallet accessible through the header menu that displays an amount in a currency which may include prospective profits as well as profits from successful distributions by the second party. Only the amount of profits from successful distributions is subjected to payouts.
    • “Client” means a user who acquires an extended license upon your offer to sell in the prescribed manner.
    • “Contract” means this very contract which includes, as its substantive parts, all these terms and conditions, the website’s policies including the privacy policy, cookie policy, refund policy, payout policy, and delivery policy, the website’s notices including but not limited to the notice of disclaimer, copyright notice, and all other notices including all announcements, instructions, information, and additional terms conveyed to the second party through the website, or through physical or electronic means, e.g., email.
    • “Distribution” means the acquisition of an extended license by your client in response to your offer to sell in the prescribed manner.
    • “Distribute” means to make a distribution as defined in the foregoing clause.
    • “Distributor” refers to a user who acquires the distribution right as part of the copyright under an extended license.
    • “Offer to sell in the prescribed manner” means the offer by a holder of an extended license to sell copies of the licensed work in the manner prescribed at galry.art.
    • “Price” means the price of a product displayed as an amount in a currency with the title of the product in the Shop, excluding VAT and shipping charges (which may be calculated during checkout), and transaction fees.
    • “Product” means a copy of a work displayed on the website for sale and includes digital and physical items under a specified license in exchange for the price (consideration).
    • “Profits from successful distributions” mean that part of the amount in your account wallet which has been credited under the second clause of section 10 in response to your offers to sell that have evolved into successful distributions, but does not include the amount of prospective profits.
    • “Prospective profits” mean that part of the amount in your account wallet which has been credited under the second clause of section 10 in response to your offers to sell that have not yet evolved into successful distributions.
    • “Shop” means the Shop section of the website.
    • “Successful distribution” A distribution shall be understood to be successful when:
      • You have offered to sell a licensed work in the prescribed manner under a valid extended license granted to you, and your client has purchased a copy of the work so offered;
      • You have paid the license fee and your extended license does not stand revoked;
      • Product deliveries to yourself and to your client have been confirmed, the orders placed by yourself and by your client are marked as “complete”, and payments for both such orders have been received in full by the first party; and
      • The time limits for refund and chargeback for both such orders have expired and neither you nor your client applied for a full or partial refund or chargeback before such expiry of time limits.
    • “User” means a person who has signed up for an account on the website.
    • “Work” means a literary, dramatic, musical, cinematographic, photographic, or artistic work and includes digital or physical copies of video recordings, audio recordings, audiovisual recordings, image files, digital or lithographic prints, tapestries, posters, albums, or any other product available to be purchased from the Shop.

23. GENERAL CLAUSES

  • Day, month, and year shall be reckoned according to the Gregorian calendar. A “day” means any calendar day of the week, including any business day, public holiday and bank holiday.
  • Time shall be reckoned according to Coordinated Universal Time.
  • Words importing the masculine gender shall be taken to include all genders.
  • Words in the singular shall include the plural and vice versa.
  • English shall be the official language for all communication between the parties.
  • For interpretation of this contract, reference may be made to the context and spirit of this contract.
  • The terms and conditions of this contract are enforceable only between the first party and the second party and are not enforceable between users inter se or between users and third persons.
  • All rights and liabilities created under this contract shall pass on to the property, successors, assignees, legal heirs, legal representatives, executors, administrators, agents, or beneficiaries of the parties upon the death of either party or both, whether testate or intestate.
  • Any new features or tools added to the current services on the website shall also be subject to these terms and conditions. Users are advised to check for updates to these terms and conditions now and then.
  • Any information, instructions, or additional terms communicated through the website or emails sent by the website/first party but not available in this contract shall be understood to be a substantive part of this contract and it shall be understood that the parties have agreed with free consent to all such information, instructions, or additional terms as if those were written as part of these terms and conditions. If you do not agree to such information, instructions, or additional terms, you may convey your refusal to the support desk within seven days of such communication.

Effective since: 2024-04-04