TERMS OF SERVICE
galleri5 has the right, at its sole discretion, to refuse to establish an account or to close any existing account, for fraud, intellectual property infringement, violation of a third party's rights including those of privacy or publicity, artificially inflating downloads, submission of material that is obscene in nature, violent or that might be construed as defamatory, failure to comply with galleri5's guidelines as may be amended from time to time, for any breach of the terms of this or any other agreement that you have with galleri5, or for convenience.
galleri5 will terminate your account no later than sixty (60) days following its receipt of a written or email request from you. For the sake of clarity, before the termination of your account is made effective by galleri5, your Content will remain available on the galleri5 Platform.
a. you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;
b. you are under no legal disability or contractual restriction that prevents you from entering into this agreement
c. you are at least 13 years of age;
d. if you are between 13 and 17 years of age or have not reached the age of majority in your jurisdiction of residence (together, "Not of Majority Age"), you may not use the galleri5 Platform except with the supervision and permission of a parent or legal guardian. If you are Not of Majority Age, you must have a parent or legal guardian review and agree to this Terms and our policies;
e. the Content and all parts thereof are owned and/or controlled by you, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available;
f. if the Content contains sound recordings, music and/or lyrics, you own or have acquired all rights to use such sound recordings, music and/or lyrics from the owner of the copyright in such sound recordings, music and/or lyrics.
g. if the Content consists in whole or in part of design elements, fonts, clipart, sprites, vectors, brush tools and the like that are included in design programs (e.g., Photoshop, Daz, Illustrator), the end user license agreement, terms of service or the equivalent license held by you permits you to incorporate such elements in Content created by you, and to license such Content to galleri5 for the purposes set forth herein.
h. the Content is neither obscene nor defamatory, does not violate any applicable laws and/or regulations, and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity.
i. there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Content or which might in any way impair the rights granted by you hereunder; and
j. you will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with galleri5 and Brands or the sale of your Content - nor will you advertise or otherwise publicize your relationship with galleri5 and Brands, nor will you use galleri5 and Brand's Trademarks through the use of search engine advertising and/or marketing.7.2 galleri5 represents and warrants that:
a. it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; and
b. upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, galleri5 may send you written notice of such claim, using the email address provided by you to galleri5, specifying the details of the claim as then known to galleri5. You will cooperate fully with galleri5 in the defense of any such claims. You may participate in the defense of any claim through counsel of your selection at your own expense.8. Confidentiality8.1 By submitting any Content to galleri5, you acknowledge that you will acquire certain confidential and proprietary information (collectively, "Confidential Information"). You agree to keep Confidential Information confidential and to not disclose Confidential Information to any third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential.9. Indemnification9.1 You agree to indemnify and hold galleri5, its subsidiaries, affiliates, directors, officers, and employees harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations under the Terms. You will not be liable for any incidental, consequential, or special damages in the case of third party claims.9.2 galleri5 shall indemnify and hold you harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of galleri5's representations or warranties or any of galleri5's obligations pursuant to the Terms. galleri5 will not be liable for incidental, consequential, or special damages in the case of third party claims.9.3 If galleri5 is the indemnifying party, it shall defend such claims, control litigation, and settle claims in its sole discretion. If a settlement creates a financial obligation for you, it shall require your written consent, which you will not unreasonably withhold or delay. If you are the indemnifying party, galleri5 shall have the right but not the obligation to assume control of any litigation.9.4 When indemnification is sought due to a legal claim by a third party, the indemnified party shall:
a. promptly notify the indemnifying party of the claim. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its indemnification obligations under the Terms, unless the failure to notify causes material prejudice to the indemnifying party; and
b. give the indemnifying party the opportunity to defend the claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party's errors and omissions insurance carrier shall be deemed to be acceptable to indemnified party. The indemnified party agrees to cooperate with the indemnifying party in the defense of any claim, at the indemnified party's expense. If for any reason the indemnifying party does not elect to or fails to defend a claim, the indemnified party may do so at the indemnifying party's sole expense10. Miscellaneous10.1 The relationship of the parties is that of independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.10.2 The Terms contains the entire understanding of the parties with respect to the subject matter covered herein and supersede any prior agreements with respect to such subject matter.10.3 The validity, interpretation and enforcement of the Terms, matters arising out of or related to the Terms or its making, performance or breach, and related matters shall be governed by the internal laws of the State of Karnataka (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of the Terms, matters arising out of or related to this Terms or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of Karnataka in the City of Bengaluru and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.10.4 If any individual term of the Terms is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the Terms, so that the Terms shall otherwise remain in full force and effect. The Terms shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.10.5 galleri5 will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Content or the termination of your user Account.10.6 You shall not post on any public platform, including various social media platforms, that refers to You as being an employee or in a partnership or agency relationship with any Brand and / or galleri5.10.7 Please note that galleri5 reserves the right to modify these terms at any time by an announcement on your login page. You agree to be bound by all such changes. If you do not agree with any of the changes, please remove from galleri5, pursuant to the terms herein, all or that portion of your Content to which you do not wish the changes to apply.10.8 In the event that you breach any of the terms of this or any other agreement with galleri5, galleri5 shall have the right to terminate your account without further notice, in addition to galleri5's other rights at law and/or equity.10.9 It is expressly understood and agreed that this Terms is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this Terms as to third parties.10.10 If these terms change, we will notify you. This agreement will be governed by the Laws of India.10.11 By submitting any content to galleri5 and/or by participating in the forums, you agree to be bound by this Terms, and Privacy Statement, both of which are deemed incorporated herein by this reference.Effective as of JANUARY 01, 2021