Terms and Conditions

OrangePiel : Terms and Conditions for Artist / Designer
This page is a summary of the full Terms and Conditions for Artist / Designer Partners, to help you quickly understand what having your images on the orangepiel.com website will involve.
 
User Conduct - In using this Site, you agree to not:
  • upload, download, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another's rights including but not limited to rights of celebrity, privacy and intellectual property.
  • impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • upload, download, post, email or otherwise transmit any Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. As a guideline, you may contribute only original work that you have created yourself from original elements. This means you can't use images of celebrities or corporate products, nor images, text, or designs that you've copied from a website without written permission from the owner. You cannot create a "new" image using elements from images other people have created. You cannot contribute a quote or a slogan that is substantially the same as something already written by someone else. By uploading any Content, you represent and warrant that you have the lawful right to reproduce and distribute such Content and that the Content complies with all applicable federal, state and local laws, regulations and ordinances;
  • upload, download, post, email or otherwise transmit any Content that would constitute or encourage a criminal offense, illegal activity, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;
  • use the Service to harm minors in any way, including, but not limited to, uploading Content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;
  • upload Content that may be seen as condoning or encouraging unsafe practices that would result in the physical, mental or moral harm of children;
  • upload, download, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;
  • upload, download, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • upload, download, post, email or otherwise transmit false or misleading information;
  • disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked websites;
  • access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution;
  • disrupt or interfere with any other user's enjoyment of the Site or affiliated or linked websites;
  • frame the Site within another Site or webpage or link to the Site except as permitted in writing by OrangePiel;
  • incorporate images or names that would violate a person's right of privacy or publicity; or
  • incorporate a current or former leader, politician, religious figure, convicted criminal or notorious person, or other famous person's name or likeness.
  • use a manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Service;
  • transfer your OrangePiel account to another party without OrangePiel's written consent;
  • copy, modify or distribute rights or Content from the Site, service or tools or OrangePiel's copyrights and trademarks; or
  • harvest or otherwise collect information about users, including email addresses, without their consent.
  • You acknowledge that OrangePiel does not pre-screen submitted Content, but that OrangePiel and its designees shall have the right (but not the obligation) in their sole discretion to reject or remove any Content that is available via the Site. Upon placing your order, you acknowledge that OrangePiel may review your order, and the Content it contains, for adherence to our guidelines and compliance with the terms and conditions set forth in this Agreement. OrangePiel does not endorse any Content submitted to the Site by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and OrangePiel expressly disclaims any and all liability in connection with Content. Without limiting the foregoing, OrangePiel and its designees shall have the right to remove, without prior notice, any Content that violates the Agreement or is otherwise objectionable to OrangePiel. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
  • You acknowledge and agree that you are responsible for the creation and compilation of your Content, and that neither OrangePiel nor any other party involved with the production of any product incorporating such Content assumes that responsibility. OrangePiel's production of any product depicting your Content does not indicate that OrangePiel approves of the Content, that the Content obeys all applicable laws, or that you are absolved of any liability or harm arising from the use of the Content.
  • You acknowledge and agree that OrangePiel may preserve or store your Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation, storage or disclosure is reasonably necessary and as set forth in our Privacy Policy. You understand that the technical processing and operation of the Site, including your Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connection networks or devices.
  • You agree that you are responsible for actions and communications undertaken under your account. OrangePiel takes no responsibility and assumes no liability for any Content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography or profanity you or a third party may encounter. You agree to waive any claims against OrangePiel and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to communications, Content or materials on the Site. You agree to indemnify OrangePiel and its affiliates from all claims and expenses, including reasonable attorney's fees, which claims are based on or arise from your violation of any of the provisions of this Agreement.
 
When you click radio button marked "I have read and agree to the OrangePiel terms and conditions":
You are licensing OrangePiel to let people print the images you provide us on OrangePiel products.
You are letting OrangePiel use your images only for as long as you have an account with us.
You may withdraw from this agreement; if you do, we will fulfill any outstanding customer orders, and then pay you any monies you are due.
You are promising Orangepiel you own the copyright on the images you provide us for production.
You are agreeing to the full Terms and Conditions and the Addendum contained in this document.
 
When you click radio button marked "I have read and agree to the OrangePiel terms and conditions":
You are licensing OrangePiel to let people print the images you provide us on OrangePiel products.
You are letting OrangePiel use your images only for as long as you have an account with us.
You may withdraw from this agreement; if you do, we will fulfill any outstanding customer orders, and then pay you any monies you are due.
You are promising Orangepiel you own the copyright on the images you provide us for production.
You are agreeing to the full Terms and Conditions and the Addendum contained in this document.
 
In return for this agreement, OrangePiel will:
Pay you each time one of your images is printed by a customer ordering from our website, on one of our products, according to our revenue share agreement outlined below.
Pay you monthly via Paypal in $US, provided you have accrued over $50.00 in royalty monies you are owed, if not the payment will roll over into the next month.
Pay you according to the schedule published on our website (see page 3). 10% of the net selling price goes to the artist(s) whose work is chosen for a custom printed product. Commissions are not paid on tax amount or shipping costs.
Let you keep all the rights to your images located on our website (as long as you don't later sign an exclusive contract with another company for those same images).
 
 
 
 
OrangePiel Design Service: Addendum to Online Terms
and Conditions for Artist / Designer Partners
1. Outline
I. The “OrangePiel Design Service” is a new store / gallery of licensed content; hosted, sold, printed and
shipped by OrangePiel through its website ("orangepiel.com") and associated printing and shipping services.
II. Within this Service, individuals will be able to open accounts ("Artist Account/s") that allow them to upload
and manage their own images and products on “orangepiel.com”. Customers will then be able to choose
from and use these images to print on goods purchased through OrangePiel, and also to purchase predesigned goods featuring those images.
III. Artist Accounts will be subject to the standard OrangePiel Terms and Conditions for Artist / Designer Partners ("Standard Terms"), to which this document is an addendum, and to the additional documents referenced in the Standard Terms.
IV. By signing this document, you acknowledge that you understand that you are signing up to our Standard
Terms, and that you agree to abide by them.
2. Interim Arrangements
I. The OrangePiel Design Service is currently under active development, and consequently not all of the
services described within the Standard Terms are currently available on “orangepiel.com”.
II. Should you encounter a problem caused by unavailability of a feature or functionality of the service that is
not yet released and available on “orangepiel.com”, you should contact OrangePiel directly by email: [ artist@orangepiel.com ]
III. Certain clauses in the Standard Terms will not apply until the service is complete and released to
“orangepiel.com”. These are detailed under (3.) below.
IV. As work progresses on the OrangePiel Design Service, and features are released which are referenced
by the clauses listed under (3.), those clauses will come in to effect.
V. We will notify you as soon as the full service is released to “orangepiel.com”; at that point, the Standard
Terms will be fully in effect, and all conditions and clauses therein will apply.
VI. When the full service is released to “orangepiel.com”, we will give you access to your Artist Account to allow
you control over the display of your images and packs on “orangepiel.com”, should you wish.
3. Clauses Subject to Change during the Development of the OrangePiel Design Service
I. Clause 3-I: Your contract will come into effect on the signing of this addendum, and be fully in effect at the
point we notify you the full service is live.
II. Clause 3-II: Should you wish to terminate this contract prior to the account area being fully available,
please contact us directly.
III. Clause 6-I: The payment schedule for this Addendum and for the standard terms is as follows:
A. 10% of the net revenue (not including tax or shipping costs) from each product sold within “OrangePiel.com”
e-commerce store.
B. The revenue share on any new products released by OrangePiel will be calculated according to the
same proportion of 10% for artists / designers. See chart below for examples.
 
These are examples of printed products sold:
 
Product                         Window Shades            Fine Art Prints             Wallpaper
Net Selling Price            $297.00                        $475.00                         $372.00
Designer’s Share            $29.70                              $47.50                                    $37.20
Total Payout                          $29.70                                    $47.50                          $37.20
 
IV. Clause 6-VI: Statements of earnings will be available directly from OrangePiel in your account “Sales History”.
4. Partner Requirements
I. You agree to supply OrangePiel with content (but not exclusive rights) as agreed through negotiation between the parties from time to time.
II. You agree that you have the full and exclusive right to grant or otherwise permit OrangePiel to use the provided images, logos, trade names etc on its website and products and will keep OrangePiel fully indemnified against any claims it may receive from any third parties who claim that their rights have been infringed by the partner's action in providing content to OrangePiel.
5. OrangePiel Requirements:
I. OrangePiel will have the sole right to decide upon whether and how it displays partner content and branding on the [ www.orangepiel.com ]website.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OrangePiel : Online Terms and Conditions for Artist / Designer Partners [“OrangePiel Design Service”]
October 2012
Terms of Agreement.
If you elect to become a OrangePiel Design contributor, and to utilize our website to upload your images for
the purpose of offering visitors to “OrangePiel.com” the opportunity to print those images using our printing services, these Terms and Conditions will constitute a legally binding agreement between you and us.
It is your responsibility to carefully read these Terms and Conditions before using this website for the
purpose mentioned above. Your use of the [ www.orangepiel.com ] website relies upon your acceptance of our
Designer Guidelines, Terms and Conditions, Privacy Policy and the following Terms and Conditions for
Artist / Design Partners. ("OrangePiel Policies").
Use of the [ www.orangepiel.com ] website will be considered acceptance of the OrangePiel Policies.
If you do not agree to the Terms and Conditions contained in the following pages, then you should not open an OrangePiel Artist Account.
Please note that “orangepiel.com” has the right to modify these Terms and Conditions from time to time
and you should review them periodically. For further help with how to display your work on [ www.orangepiel.com ], see the FAQ: [ www.orangepiel.com/help/design/ ].
If you have any enquiries, comments or concerns regarding this agreement please send us an email using the form at [ www.orangepiel.com/service/ ].
 
Definitions
"We / us / our" means OrangePiel, registered in Sausalito, CA, (in these Terms and Conditions also means
("Orangepiel.Com” & [ www.orangepiel.com] whose registered office is at 473A Coloma St. Sausalito, CA 94965.
"You /your" means the person named as the holder of the Artist Account on the “OrangePiel.com” website.
"Contract" means the contractual relationship between you and us under these Terms and Conditions.
"Artist Account" means your account with us under which you are entitled to access the “OrangePiel Design Service”.
"Goods" means the goods or services which we sell to our customers in accordance with our general terms and conditions of business [ www.orangepiel.com/terms-conditions/ ].
"Person" means any person, firm or company.
"OrangePiel Design Service" means the right of access granted by us to you for you to upload your images on “orangepiel.com” to enable such images to become part of our general offering of printing services
to visitors to “orangepiel.com”.
'Terms and Conditions" means the terms and conditions of business as between you and us set out in
and referred to in this document.
"Writing" includes email clearly bearing the names of the sender and the recipient and writing on the
screen of a visual display unit or other similar device.
1. Basis of the Contract
I. These Terms and Conditions will govern the Contract to the exclusion of any other terms, including any
terms and conditions which you may seek to apply under any purchase order, confirmation of order or
other document.
II. Any variation of these Terms and Conditions will only bind us if agreed in Writing between your authorized
representatives, and ours.
III. Our employees are not authorized to make any representations concerning the OrangePiel Design
Service unless confirmed by us in Writing. In entering into the contract, you acknowledge that you do not
rely on representations concerning the OrangePiel Design Service, which have not been confirmed in
this way.
2. The OrangePiel Design Service
I. We are constantly working to make our services, products and website better. Because of this, we reserve
the right to carry out improvements and change the specifications of the OrangePiel Design Service from time to time without prior notice.
II. We do our best to accurately display and describe the printed colours of the Goods that appear on
“orangepiel.com”. However, we cannot guarantee that the colours of Goods supplied will exactly match
those displayed on your monitor due to the differences between screen (RGB) and print (CMYK) colour
systems.
3. Your Artist Account with OrangePiel
I. You will be considered to have agreed to and to be bound by these Terms and Conditions and the Contract
will begin at the point at which you either open a OrangePiel Artist Account or convert your existing
OrangePiel account into a OrangePiel Artist Account. This happens when you submit the form indicating
your agreement as part of the sign up process at [ www.orangepiel.com/help/design/ ].
II. As soon as you become a holder of a OrangePiel Artist Account, you are granted the right under these
Terms and Conditions to access the OrangePiel Design Service and to upload images to
“orangepiel.com” for any customer to use on Goods sold through “orangepiel.com”. Full instructions about
uploading images and maintaining your OrangePiel Artist Account are available, together with other useful
information in the Designer Guidelines and the FAQ [ www.orangepiel.com/help/design/ ].
III. You may cancel your Artist Account and terminate this Contract with us at any time using the account
management pages at [ http://www.orangepiel.com/account/ ]. We will delete your Artist Account and remove
your images, but will have the right to fulfill any orders that are already placed by customers prior to any
such withdrawal and / or cancellation.
4. License terms
I. In consideration of the payments to be made by us to you under Condition 6 below and subject as provided
in Condition 9 below, you agree to grant to us a non-exclusive license in respect of all of your images
uploaded to “orangepiel.com” for the OrangePiel Design Service, and for so long as you retain an
Artist Account. This license is solely for the purposes and promotion of the OrangePiel Design Service.
5. Financial arrangements
I. Whenever your images are used by a customer on goods sold through Orangepiel.Com, you will be entitled
to receive a royalty payment from us. The payment schedule for use of your images, and for sales of
your packs is available on the Designer Guidelines page at [ www.orangepiel.com/help/design ]
II. In order to receive your royalty payments, you must have an active account with PayPal
[ https://www.paypal.com/ ] using the same email address as your Artist Account.
 
 
III. Royalties you earn through the OrangePiel Design Service will be due for payment on the 14th day of
the month following the end of the month in which the relevant Goods were sold, as long as the amount
payable in any one month is more than $50.00. If the royalty monies owed you are less than $50.00 in anyone
month, they will be carried forward, and will be paid in the regular monthly payment once the amount you
are owed is over $50.00.
IV. If you choose to close your Artist Account (see Condition 3-III. above), any balance (even if the amount is less than $50.00 you are owed will be paid within 60 days of the end of the month in which you closed y
our Artist Account.
V. You are responsible for ensuring that your contact details, and payment details held by us for paying your
royalties are up to date. We cannot be responsible for payments lost due to your failure to notify us of any
changes to your contact details.
VI. Statements of the balance of your royalty earnings, and sales information, will be available for you to view
at any time in your account management pages at [ http://www.orangepiel.com/account/ ] once this feature
has been added.
VII. We will reverse royalty payments from your account in the event that an order made by a customer using
your images or packs is later cancelled or payment refunded. Should you close your Artist Account whilst
it has a negative royalties balance, you will be responsible for settling the outstanding balance with us.
VIII. You agree that the royalty payment you receive is inclusive of any tax associated with such payment. You
also agree that we are not obliged to determine whether taxes apply to your royalty payment, and are not
responsible for collecting, remitting or reporting any taxes arising from such sale.
6. Your Obligations to OrangePiel
I. By opening a Artist Account and uploading images you agree to abide by our Designer Guidelines on
copyright and decency.
II. If we, in our sole judgement, consider you to be in breach of your undertaking about the content, ownership
and legality of your images, we reserve the right to remove your images from the site without giving
you notice. In addition, should we receive notice from any third party of a claim that images uploaded by
you constitute a breach of their copyright, design right or trade mark, then we reserve the right to remove
such images from the site.
III. If you commit a serious breach or are repeatedly in any other breach of your obligations under this Contract,
we also reserve the right to close your Artist Account, without entering into negotiation with you. In
this situation, we will pay any outstanding royalties at the point of closure, and our Contract with you will
be deemed to be terminated.
IV. We shall not incur any further liability to you (whether in regard to the payment of royalties or otherwise)
as a result of removing your images from the site, or terminating your Artist Account under the terms set
out above.
7. Obligations of OrangePiel and limitation of liability
I. We agree and undertake to provide the OrangePiel Design Service to you in accordance with the general
methods and principles set out from time to time in the Designer Guidelines and FAQ:
[ www.orangepiel.com/help/design/ ]
II. If you feel that we are falling short of our obligations under the Contract, you should notify us using the
form at [ http://www.orangepiel.com/service ]. If you successfully establish
that we have failed to comply with our obligations under the Contract, we shall forthwith use our best
efforts to remedy such failing, provided that we will not be liable in any way for loss, damage, costs or
expenses (including loss of profit) arising directly or indirectly from any failure or delay in performing any
obligation under this Contract by reason of any event or circumstance outside our reasonable control,
 
including (but not limited to), any strikes, industrial action, failure of power supplies or equipment, government
action or Act of God.
III. Our liability and that of our agents, employees, subcontractors and suppliers with respect to any and all
claims arising out of the performance or nonperformance of our obligations in connection with the OrangePiel
Design Service, whether based on warranty, contract, negligence, strict liability or otherwise,
shall not exceed, in the aggregate, the loss of royalties which would otherwise have been payable to you
but for such failure of performance. In no event shall the liability include damages for loss of profits or
revenue; increased cost of purchasing or providing materials, supplies or services; cost of replacement
capital ; claims of your customers; inventory or use charges; or incidental or consequential damages of
any nature.
IV. This limitation of liability section shall prevail over any conflicting or inconsistent provision contained in
any of the documents comprising this Contract.
8. Intellectual Property
I. You shall retain ownership of all intellectual property rights (including copyright) in the images uploaded to
“orangepiel.com”, subject only to the rights granted to us under Condition 6-1., and further subject any such
other rights as you may elect to give to any other Person(s) under a creative commons license.
II. We will use all reasonable means at our disposal to prevent access without your agreement to high-resolution versions of your images on the “orangepiel.com” website. We will notify you of any alleged infringements of your intellectual property rights which come to our attention, but otherwise we will bear no
other responsibility for or liability to you in regard to any infringement of your intellectual property rights by
any other Person(s).
III. Should any of your images uploaded to the “orangepiel.com” website become subject to an exclusive selling
or licensing arrangement between you and any otherperson, you are responsible for removing the
image from “orangepiel.com” using the tools that we provide in your account management area at
 [ http://www.orangepiel.com/account/ ]. If those tools are unavailable, you must ask us remove your image(s) by contacting us via the form at [ http://www.Orangepiel.com/service ]. If you fail to so notify us, you
agree to fully and effectively indemnify us against all claims, costs, liabilities and damages incurred by us
at the suit of any Person.
9. General Terms and Conditions of Business
[ http://www.Orangepiel.com/terms-conditions/ ]
I. Along with these terms and conditions, you are also agreeing to be bound by our general terms and conditions of business applicable to the main “orangepiel.com” website so far as the context permits in regard
to the OrangePiel Design Service. In the event of a conflict between any of the Conditions in this Contract
and those contained in the general terms and conditions of business in respect of any aspect of the
OrangePiel Design Service, these Terms and Conditions shall prevail.
II. In particular (but without limitation), the following conditions of the general terms and conditions of business
shall apply hereto, save only that "Seller" shall in regard to this Contract mean us and "Buyer" shall
mean you;
i. Condition 10 a.-b. inclusive.
ii. Condition 11 a.-o. inclusive
END