INTRODUCTION

MartialArtsWall is a marketplace that empowers independent artists to sell their original art to customers from all over the world.

For this creative hub to exist, it is crucial that all MartialArtsWall users respect the intellectual property rights of others. You must only upload content you created yourself, or have been authorized to use. Similarly, if you’re a customer—or just lurking around our beautiful site—please respect the copyrights and trademarks of the works you find here.

Please read our Terms & Conditions (the “Terms”) below, as using this website means that you accept these Terms in full. Thank you for being here, and please e-mail info@MartialArtsWall.com if you have any questions or concerns about anything here.

LEGAL AGREEMENT

All visitors (“user”, “you”, “your”) to the MartialArtsWall website at www.MartialArtsWall.com (“the website”) are entering a binding legal agreement on the following Terms when using the website. This agreement is between the user and MartialArtsWall and use of this website indicates continued acceptance of these Terms.

ELIGIBILITY

Our services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Our services are not available to persons under 16 years of age.

AMENDMENT TO THESE TERMS

We may amend these Terms from time to time, and we will let you know about these changes either by sending you an e-mail to the e-mail address you have registered with MartialArtsWall or by displaying information about the changes on our home page, or both. Either way, your continuing use of the website will be taken to be an acceptance of the new Terms.

OUR SERVICE

MartialArtsWall provides a range of services (the “MartialArtsWall service”) which, amongst other things, enables you to publish, sell, discuss, and purchase art; interact with other members; and receive the benefits of MartialArtsWall’s facilitation of product fulfilment, which include payment processing, customer services, and third-party product manufacturing. In addition, MartialArtsWall will arrange for the delivery of the physical product to your customer.

The digital content on the website (“your content”) may be information, text, data, graphics, images, photographs, sound, video, or any other material posted online by users. Any content that you upload to your account’s storefront is described as your “art”. Your art may be viewed by all users of the website once you elect to publish it. You may order a physical product based on your own art or you may offer your art for sale as part of the sale of a physical product. If you or a customer decide to place an order, then MartialArtsWall will forward your instructions to third parties who will manufacture and ship the physical product in the form specified by you or the customer (“the product”).

MEMBERS

You can become a registered member (“member”) of the website by setting up a password-protected account. You will be required to select a username and password when registering to become a member. You must become a member before placing any content on the website, including participating in forums or reviews. In its sole discretion, MartialArtsWall may refuse any user name that it decides is inappropriate and/or refuse any person from becoming a member.

Any information you choose to publish in the public section of your profile may be viewed, distributed or linked to within the website or in the course of delivering the MartialArtsWall service. We care about your privacy and you can read our Privacy Policy if you would like to know how we handle your personal information.

PASSWORDS

You are responsible for actions made on the website using your password, including any products purchased or sold and any content displayed or messages sent, even if these actions were not approved or contemplated by you. You are solely responsible for any loss caused by any use of your password by you, or any other person.

You agree that you will not disclose your password to any other person and you will not keep your password where it can be copied or used by anyone other than you. If you suspect someone else knows your password, you must change it immediately.

PUTTING CONTENT ON MARTIALARTSWALL

You keep the copyright in any content you submit or upload to the website. In order to receive the MartialArtsWall services you grant MartialArtsWall a non-exclusive, royalty-free license to use and archive the content in accordance with or as reasonably contemplated by these Terms.

When you submit or upload content on the website you represent and warrant that:

• you own all copyright in the content, or if you are not the owner, that you have permission to use the content, and that you have all of the rights required to display, reproduce and sell the content;
• the content you upload will not infringe the intellectual property rights or other rights of any person or entity, including copyright, moral rights, trade mark, patent or rights of privacy or publicity;
• your use of the website will comply with all applicable laws, rules, and regulations;
• the content does not contain material that defames or vilifies any person, people, races, religion or religious group and is not obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable;
• the content does not include malicious code, including but not limited to viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information; and
• the content is not misleading and deceptive and does not offer or disseminate fraudulent goods, services, schemes, or promotions.
• MartialArtsWall reserves the right to review and, if in its sole discretion deemed necessary, remove any content from the website and/or cancel your account, should that content be found to breach your agreement with us and/or any applicable laws or otherwise. You agree to indemnify MartialArtsWall in respect of any direct or indirect damage caused due to your breach of one or more of these warranties.

OFFERING YOUR ART FOR SALE ON A PHYSICAL PRODUCT

Any member may offer their art for sale on a physical product on the website by appointing MartialArtsWall to facilitate the transaction on the Terms set out in the Services Agreement in Appendix A. By agreeing to these Terms you expressly agree to the Services Agreement in Appendix A, which will apply from the date on which you offer your first art for sale on a physical product and your continued use of the website will constitute ongoing agreement to the Terms therein as updated from time to time.

PURCHASING A PRODUCT ON MARTIALARTSWALL

Users can purchase products on the MartialArtsWall website using a valid credit card or PayPal.

You do not have to be a member to purchase a product.

The price you pay is fixed at the time of ordering. If you need help please reach out to our Customer Service team at info@MartialArtsWall.com.

It is the customer’s responsibility to ensure the product delivery address is correct. MartialArtsWall takes no responsibility for any product a customer does not receive because of errors in the delivery address given to us.

We do not warrant, endorse, make representations about, or recommend any content or art offered or provided by any member.

PAYING YOU AFTER YOUR PRODUCT IS SOLD

Payment terms are explained in the Services Agreement.

DELIVERY

Delivery will be facilitated pursuant to the customer’s instructions by postal or courier service and will be paid for by the customer at the price indicated at the time of purchase. MartialArtsWall will charge shipping charges to the customer which will vary depending upon the size, price, and location of the product unless specified.

DAMAGED GOODS

If a product is delivered to a customer, whether in electronic or printed format, that is electronically or physically damaged in some way, MartialArtsWall will happily contact the manufacturer or seller to issue a replacement copy of the product after receiving reasonable proof of that damage.

If you receive a damaged product, then you must e-mail MartialArtsWall’s Customer Service at info@MartialArtsWall.com to tell us about the nature of the damage and arrange for a new product to be sent to you at no cost to you.

Please be aware that publishing to the website is creator-controlled and we do not screen all of the content on our website. It is the customer’s responsibility to verify the quality of the content (including but not limited to misspelled words, grammatical errors, formatting, design, or overall appearance) before ordering a product. This damaged goods policy does not apply to content, only to the physical product.

EXCESS INVENTORY

You grant MartialArtsWall permission to dispose of any inventory that becomes excess as a result of refund, reprint, fraud, product sampling, or promotional activities, in any manner we see fit.

REPORTING INAPPROPRIATE CONTENT TO MARTIALARTSWALL

MartialArtsWall does not manually screen content before it is displayed on the website so occasionally members may inadvertently or deliberately submit and display content that breaches these Terms.

Inappropriate content includes, but is not limited to, content that infringes the copyright or other intellectual property rights of any person or company, or that defames or vilifies any person, people, races, religion or religious group; is obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable. MartialArtsWall reserves the right (but not the obligation) to remove or edit such content.

Please help us by letting us know as soon as possible about any inappropriate, or potentially inappropriate, content you see on the website by e-mailing info@MartialArtsWall.com. If you believe your copyright or other intellectual property rights are being infringed, you are able to make a formal complaint by using the processes described in our Intellectual Property Policy.

SPECIFIC WARNINGS

You must ensure that your access to this website and the MartialArtsWall service is not illegal or prohibited by laws that apply to you.

You must take your own precautions to ensure that the process that you employ for accessing this website and the MartialArtsWall service does not expose you to the risk of viruses, malicious computer code, or other forms of interference which may damage own computer system. We do not accept responsibility for any interference or damage to any computer system that arises in connection with your use of this website or any linked website.

We do not accept liability for any losses arising directly or indirectly from a failure to provide the MartialArtsWall service, corruption to or loss of data, errors or interruptions, any suspension or discontinuance of the MartialArtsWall service, or any transmissions by others in contravention of the registered members’ obligations as set out in these Terms.

You acknowledge that we may not be able to confirm the identity of other registered members or prevent them acting under false pretenses or in a manner that infringes the rights of any person.

INTELLECTUAL PROPERTY RIGHTS AND LICENSE

By submitting listings to MartialArtsWall, you grant MartialArtsWall a non-exclusive, worldwide, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, and display the content of such listings in connection with MartialArtsWall’s (and its successors’ and affiliates’) services and business in facilitating the sale of your product, including without limitation for promoting and redistributing part or all of the MartialArtsWall site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the MartialArtsWall site a non-exclusive license to access your content through the site, and to use, reproduce, distribute, and display such content as permitted through the functionality of the site and under these Terms. The above licenses terminate within a commercially reasonable time after you remove or delete your listings from the MartialArtsWall site. The above licenses granted by you in user comments you submit, are perpetual and irrevocable.

All intellectual property rights in this website and the MartialArtsWall service (including the software and systems underlying the MartialArtsWall service, and text, graphics, logos, icons, sound recordings and software) are owned by or licensed to us. Other than for the purposes of, and subject to the conditions prescribed under relevant copyright and trademark legislation throughout the world, and except as expressly authorized by these Terms, you may not in any form or by any means:

• use, adapt, reproduce, store, distribute, print, display, perform, publish, or create derivative works from any part of this website; or
• commercialize any information, products, or services obtained from any part of this website, without our written permission.

If you use any of our trademarks in reference to our activities, products, or services, you must include a statement attributing that trademark to us. You must not use any of our trademarks in, or as the whole or part of, your own trademarks; in connection with activities, products, or services which are not ours; in a manner which may be confusing, misleading, or deceptive; or in a manner that disparages us or our information, products, or services (including this website).

LINKED WEBSITES

This website may contain links to other websites (“linked websites”). Those links are provided for convenience only and may not remain current or be maintained.

We are not responsible for the content or privacy practices associated with linked websites.

Our links with linked websites should not be construed as an endorsement, approval, or recommendation by us of the owners or operators of those linked websites, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated to the contrary.

DISCLAIMER

We do not represent or guarantee that the MartialArtsWall service or this website, or any other website that is accessible using a hyperlink from this website will be free from errors or viruses. We do not represent or guarantee that access to the MartialArtsWall service or these websites will be uninterrupted.

You acknowledge that the MartialArtsWall service or this website may be affected by outages, faults, or delays. Such outages, faults, or delays may be caused by factors, including technical difficulties with the performance or operation of our or another person’s software, equipment or systems, traffic or technical difficulties with the Internet or infrastructure failures.

We do not warrant that any members’ uploads to this website will be protected against loss, or misuse, or alteration by third parties. We do not warrant that all uploaded content will be available on our website. If we elect in our sole discretion to make available content on our website, we do not warrant that it will be available within a certain time frame.

We do not accept responsibility for any loss or damage, however caused (including through negligence), that you may directly, or indirectly, suffer in connection with your use of this website or any linked website, nor do we accept any responsibility for any such loss arising out of your use of, or reliance on, the information contained on or accessed through this website.

To the extent permitted by law, any condition or warranty that would otherwise be implied into this User Agreement is hereby excluded. Where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited for a breach of that condition or warranty to one or more of the following, which we may offer as a gesture of goodwill:

• if the breach relates to goods:
  • the replacement of the goods or the supply of equivalent goods;
  • the repair of such goods;
  • the payment of the cost of replacing the goods or of acquiring equivalent goods; or
  • the payment of the cost of having the goods repaired; and
• if the breach relates to services:
  • the supplying of the services again; or
  • the payment of the cost of having the services supplied again

This disclaimer set out in these Terms does not attempt or purport to exclude liability arising under statute if, and to the extent, such liability cannot be lawfully excluded.

INDEMNITY

You agree to indemnify, defend, and hold us, our officers, directors, employees, agents, and representatives harmless, as well as, all third parties printing, manufacturing and/or otherwise fulfilling the products you are selling via the website, their officers, directors, employees, agents and representatives harmless from and against any and all claims, damages, losses, liabilities, costs (including reasonable legal fees) or other expenses that arise directly or indirectly out of or from:

• your breach of any clause of these Terms;
• any allegation that any materials that you submit to us, or transmit to the website, infringe or otherwise violate the copyright, trademark, trade secret, or other intellectual property or other rights of any third party; and/or
• your activities in connection with the website.

This indemnity will be applicable without regard to the negligence of any party, including any indemnified person.

PRIVACY POLICY

Your privacy is very important to us. Users of our website should refer to our Privacy Policy–which is incorporated into these Terms by reference, for information about how we collect and use personal information.

SECURITY OF INFORMATION

No data transmission over the Internet can be guaranteed as totally secure. We strive to protect such information, however we do not warrant and cannot ensure the security of any information that you transmit to us. Accordingly, any information that you transmit to us is transmitted at your own risk.

TERMINATION OF ACCESS

Access to this website may be terminated at any time by us without notice. Our disclaimer will nevertheless survive any such termination.

DISPUTE RESOLUTION

You agree that any disputes arising from our Terms, or relating to your use of any part of the MartialArtsWall service, will be exclusively resolved under confidential binding arbitration held in San Francisco, California. All disputes will be resolved in accordance with the rules of ADR Services, Inc. and California law, without regard to conflicts of law principles.

You and MartialArtsWall agree to submit to the personal and exclusive jurisdiction of the federal and state courts in San Francisco County for purposes of enforcing any arbitration award. Notwithstanding the foregoing, MartialArtsWall may seek injunctive or other equitable relief from a court of competent jurisdiction. You and MartialArtsWall agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You and MartialArtsWall agree that any cause of action arising out of or related to the MartialArtsWall site (including but not limited to any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

If you have a dispute with one or more users or sellers, you release MartialArtsWall (and MartialArtsWall officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands, and damages (actual and consequential) of every kind of nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542 which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

GENERAL

We accept no liability for any failure to comply with these Terms where such failure is due to circumstances beyond our reasonable control.

If we waive any rights available to us under these Terms on one occasion, this does not mean that those rights will automatically be waived on any other occasion.

If any of these Terms are held to be invalid, unenforceable or illegal for any reason, the remaining conditions shall nevertheless continue in full force.

You may close your account at any time by e-mailing info@MartialArtsWall.com and letting them know you want your account closed. We will then delete your account accordingly.

APPENDIX A – SERVICES AGREEMENT

You wish to use MartialArtsWall’s services to facilitate marketing and sale of your art on a physical product and to arrange for the manufacture of the physical product (“your product”) once an order has been made through www.MartialArtsWall.com (“the website”). MartialArtsWall will provide these services on the terms set out in this Services Agreement. Additionally, MartialArtsWall will provide for delivery of such products to the customer.

1. Services

1.1 MartialArtsWall, acting as independent contractor under your instructions in relation to the performance of marketplace services, will market to and obtain orders from customers for the purchase of your products over the website and on instruction from you. MartialArtsWall will arrange for third parties to fulfil those orders by facilitating payment for and manufacture of your products (“Services”). MartialArtsWall will then arrange for the delivery of your products as per the customer’s instructions. Whilst MartialArtsWall’s capacity is one of independent contractor in relation to the Services, it acts as your agent specifically in relation to the sales transaction between you and the customer who buys your product – see further clause 5.2 below.

1.2 MartialArtsWall will provide the Services pursuant to this agreement until termination in accordance with its terms.

1.3 You agree that MartialArtsWall is free to act in any capacity for any other person interested in promoting, marketing, and obtaining orders from members of the public for the purchase of their arts over the website, including any art that is the same as, or similar to, your products.

2. License and standing instructions

2.1 You grant MartialArtsWall a non-exclusive royalty free license to use your intellectual property relating to your products for the purpose of enabling us to carry out the Services.

2.2 You hereby instruct MartialArtsWall to facilitate the sale of your product which includes payment, processing, and arranging for manufacturing your product(s) in respect of the orders placed by the customers via the website, and MartialArtsWall will facilitate such payment, and manufacturing in accordance with reasonable business practices unless you otherwise instruct prior to the placement of that order by a customer.

3. Sale of your products

3.1 The retail price charged to customers who purchase your product is a flat, marketplace-wide price made up of the manufacturing fee charged by the third party manufacturer, MartialArtsWall’s fee for hosting the marketplace and facilitating the transaction (the manufacturing fee and MartialArtsWall’s fee are referred to collectively, and inclusive of tax, as the “base amount”), your designer’s margin (“your margin”), and any relevant sales tax (such as Sales Tax, GST, VAT, etc) that MartialArtsWall and/or you (as the case may be) are liable to account for to the appropriate tax authorities. Shipping charges will also be added to the retail price.

3.2 The marketplace-wide retail price of a product may change at any time without specific notice to you, including when a product is discounted during the first 72 hours you offer it for sale, during a sitewide sale, or when you are featured. The retail price will not change on an individual sale after a customer has submitted an order to the website.

3.3 MartialArtsWall will send you an e-mail to the e-mail address you registered in your account to notify you when an order has been placed for your products.

3.4 You agree that MartialArtsWall makes no representation that it will be able to procure an order for your products, whether at the retail price or at all, nor that you will obtain any benefit by entering into this Services Agreement.

3.5 All items purchased from the website are manufactured pursuant to arrangements with third party suppliers under your instructions. This means that title and risk for loss for such items pass from you to the customer/purchaser without passing through us prior to the goods being delivered to the customer under the customer’s instructions.

4. Payment terms

4.1 You authorize MartialArtsWall to collect, hold, and distribute the retail price (“sale proceeds”) from customers on the terms set out in this Services Agreement. MartialArtsWall will also charge the customer for the shipping which will be retained by us and not affect the amount to be distributed to you.

4.2 You authorize MartialArtsWall to deduct the base amount (which includes MartialArtsWall’s margin for facilitation services, including tax where applicable) from the sales proceeds for your products before distributing your earnings (which will include tax where applicable).

4.3 We will pay your earnings in accordance with the payment method you select on your account—currently either PayPal or Payoneer. Payments will be processed on the 15th day of the month, for sales made during the previous calendar month. For example, earnings for sales made during the month of February will be paid out on March 15th.

4.4 If the 15th of the month falls on a weekend or national holiday, payments will be processed on the nearest business day.

4.5 If your selected payment method is Payoneer, we will set a payment amount threshold of $20 USD in order to properly process the payment. Where the payment amount does not exceed the applicable threshold, MartialArtsWall may elect to postpone your payment until the next monthly payment day when the threshold is exceeded.

4.6 It is your responsibility to ensure MartialArtsWall has current details of your postal address and bank account details. MartialArtsWall will not be liable for any loss suffered by you if you provide us with incorrect details in relation to the payment method. If we are unable to pay you because you have given us incorrect details or your details are out of date, we will hold your earnings for up to twelve (12) months from the payment date. If you have not notified MartialArtsWall of any amendment to the payment method details in that time your proceeds will be forfeited to MartialArtsWall or donated to a charity of our choice.

5. Taxation responsibility

5.1 Each sale of a product over the MartialArtsWall marketplace is completed between: (1) you the artist as the seller of the product; and (2) the customer as buyer of the product. In respect of each such transaction, MartialArtsWall is merely acting as your agent in facilitating the sale of your product to the customer.

5.2 Subject to clause 5.3:

(a) the amounts distributed to you will be deemed to be inclusive of any taxes and each party is responsible for their own taxes associated with each transaction or arising out of, as a result of, incidental to, or in connection with their obligations under this Services Agreement; and

(b) you as seller of products over the MartialArtsWall marketplace, will:

1. account for any transactional taxes imposed pursuant to applicable local tax laws or regulations;
2. satisfy all related accounting or audit requirements; and
3. at all times be solely responsible for reporting and remitting any tax liabilities arising out of the sale of your products together with any potential interest or penalties that any tax authority may levy as a result of non-compliance.

Applicable taxes may include Sales Tax, VAT, GST and other transactional taxes. If you are registered for VAT in the EU, MartialArtsWall may, upon your request, provide you with a VAT invoice for any charges levied by us. MartialArtsWall recommends that you consult with your tax advisor as to the application of taxes for you the artist, as the seller of products over the marketplace.

5.3 MartialArtsWall will only collect or pay taxes associated with a transaction on your behalf if and to the extent that applicable local tax laws or regulations require MartialArtsWall to do so. If that is the case, then you authorize MartialArtsWall to pay such taxes on your behalf. Further details can be found here.

6. Indemnity

6.1 You hereby indemnify and will keep MartialArtsWall indemnified from and against all claims, debts, accounts, expenses, costs, liens, actions, and proceedings of any nature whatsoever, whether known or unknown by any person, arising from, incidental to, or by virtue of, the appointment, or any breach or non-performance of your obligations under this Services Agreement or arising out of your willful act, neglect or default in the performance of such obligations.

This clause 6 will survive the termination of this Services Agreement.

7. Limitation of liability

7.1 In no case will MartialArtsWall be liable for any consequential loss or damage suffered by you arising from this Services Agreement. To the extent permitted by law, all warranties and conditions implied by law are hereby expressly excluded.

8. Terminating this agreement

8.1 You can give notice of termination of this Services Agreement by closing your account in the method described in the Terms & Conditions.

8.2 MartialArtsWall may give notice of termination of this Services Agreement to you in writing at any time.

8.3 After notice of termination in the manner described in either clause 8.1 or 8.2, you authorize us to complete any transactions in progress in relation to your products, which we will do on the terms of this Services Agreement. Termination of this Services Agreement will take effect once these transactions have been completed.