Terms of service
Shop Terms of Service
Last updated: August 2, 2022
THESE TERMS CREATE A BINDING CONTRACT.
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THIS SERVICE.
1. Accepting our Terms
2. Accounts and Activity
2.1 Your Account with The Layered Onion
2.2 Financial Activity
2.3 Your Privacy
2.4 Minor Children
2.5 Inappropriate, False, or Misleading Content
2.6 Content You Access
2.7 Third-Party Services
2.8 Term and Termination
3. Work
3.1 Your Work
3.2 License to Your Work
3.3 Promotion
3.4 Unauthorized Work
4. Sales Agreements
4.1 Terms of Sale
4.2 Terms of Pricing and Payment
4.3 Order
4.4 Acceptance
4.5 Delivery
4.6 Warranties and Limitation of Liability
5. Disputes
5.1 Indemnification
5.2 Release
5.3 Disputes with Other Users
5.4 Disputes with The Layered Onion
5.5 Venue and Governing Law
5.6 Binding Arbitration
6. General Provisions
6.1 WARRANTIES
6.2 LIABILITY LIMITS
6.3 Severability
6.4 Changes and Updates
6.5 Contact Information
1. Accepting our Terms
Please read these Terms of Service (“Terms”) carefully because they form a contract between our community of artists and purchasers (“you”) and The Layered Onion, our partners, employees, officers, directors, sponsors and affiliated companies (“we” and “us”).
Our services (“Services”) include but not limited to our website, online community, affiliated publications, and sharing of work. By using our Services (or just browsing our website), you agree to be bound by our Terms. If you are using our Services on behalf of an organization, you are also agreeing to our Terms on behalf of that organization and personally represent that you have the authority to bind that organization to our Terms. If you are using our Services to deliver access to content owned by a third party, you personally represent that you have the right to make such access available. If you are agreeing to be bound by our Terms on behalf of an organization, “you” and “your” will refer to that organization.
You may use our Services only in compliance with our Terms, and only if you have the power to form a contract with us and are not barred under any applicable laws from doing so.
Agreeing to our Terms does not create any agency, partnership, joint venture, employment, franchisee, or other relationship between you and The Layered Onion.
2. Accounts and Activity
2.1 Your Account with The Layered Onion
In order to use some of the Layered Onion’s Services, for example, when registering to become a member of our artist community or when making purchases as a purchaser, you may be required to create an account (your “Account”). You are solely responsible for any activity on your Account.
Your Account is not transferable.
If you are sharing your Account with other people, the person whose financial information is on the Account will ultimately be responsible for all financial activity related to your Account. If you are registering your Account on behalf of an organization, you are also agreeing to our Terms on behalf of that organization and personally represent that you have the authority to bind that organization to our Terms with regard to your Account.
2.2 Financial Activity
You are personally responsible for paying all fees that you owe to The Layered Onion. Except as set forth below, you are also solely responsible for collecting and paying any applicable taxes for any sales or purchases you make through our Services.
You must be authorized to use the payment method that you enter when you create an Account. You authorize us to charge you for any paid feature of the Service that you use while these Terms are in force. We may initiate payments in advance, at the time of purchase, after purchase, or on a recurring basis.
2.3 Your Privacy
At The Layered Onion, we are committed to treating your personal information with care. Our Privacy Policy is a separate document which details how your information is collected, used, and shared when you use our Services. By using our Services, you agree that we can process your information in the ways set out in our Privacy Policy.
2.4 Minor Children
At the Layered Onion, protecting the safety of minor children when they use our Services is important to us. You must be eighteen (18) years or older to use our Services.
2.5 Inappropriate, False, or Misleading Content
There are certain types of content we may not post on our Services (for legal reasons or otherwise). You agree that you will not use your Account to post any content that is abusive, threatening, defamatory, obscene, or otherwise in violation of any part of our Terms. We reserve the right to take down content if in violation of our Services.
You agree that you will not violate any laws in connection with your use of the Services. This includes any local, state, federal, and international laws that may apply to you.
It is prohibited to use false information or impersonate another person or entity through your Account.
2.6 Content You Access
You may come across content that you find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Services. If you have a concern any content is inappropriate, false or misleading, please submit in writing to [email protected] The Layered Onion is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Services. You release us from all liability relating to such content.
2.7 Third-Party Services
Our Services may contain links to third-party websites or services that we do not own or control (for example, links to Facebook, Twitter, or another business). You may also need to use a third party’s product or service in order to use some of our Services (such as a compatible mobile device). When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own agreements. The Layered Onion is not a party to those agreements; they are solely between you and the third party.
2.8 Term and Termination
You may terminate your Account with The Layered Onion at any time from your Account settings. Terminating your Account will not affect the availability of your Work presented for sale through the Services prior to termination.
We may terminate or suspend your Account (and any Accounts The Layered Onion determines are related to your Account) and your access to the Services should we have reason to believe you, your work, or your use of the Services violate our Terms. Generally, The Layered Onion will notify you that your Account has been terminated or suspended, unless any legal or regulatory reasons preventing us from notifying you.
If you or The Layered Onion terminate your Account, you may lose any information associated with your Account, including access to your work. The Layered Onion reserves the right to change, suspend, or discontinue any of our Services for any or all users, at any time, for any reason. We will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services.
3. Work
3.1 Your Work
Should you post content using our Services, it will be considered your work (“Work”). You understand that you are solely responsible for your Work. You represent and warrant that you have all necessary rights to all parts of your Work and that you are not infringing or violating any third party’s rights by posting it.
The Layered Onion does not make any claim to your Work, which includes anything you post using our Services (such as listing photos, descriptions, reviews, comments, usernames, etc.).
3.2 License to Your Work
When you upload content, you grant us a non-exclusive, perpetual, royalty-free license to display your content on the site and on other platforms we use to promote The Layered Onion community, such as social media platforms. This allows us to provide our Services and to promote The Layered Onion in general, in any formats and through any media.
3.Promotion
The Layered Onion agrees to promote your Work in its publications and promotional materials and to display reproductions of your Work for the purpose of promoting its sale. The Layered Onion agrees that all promotion will be dignified and in keeping with your reputation as a professional. You consent to the use of your name and portrait or photograph in such promotion, provided that you will have the right to review any such promotion and The Layered Onion will change such promotion if you object on the ground that it is harmful to your reputation.
3.4 Unauthorized Work
The Layered Onion is committed to following appropriate legal procedures to remove unauthorized Work from the Services. If Work that you own or have rights to has been posted to the Services without your permission and you want it removed, please contact us immediately at [email protected].
If your Work is alleged to infringe another person’s intellectual property, we will take appropriate action, such as disabling it if we receive a report of valid infringement or terminating your Account if you are found to be a repeat infringer. In such a case, you will be notified by us.
You may not list for sale Work that violates any laws applicable to you, and you may not engage in fraud (including false claims or infringement notices), theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against the Layered Onion, another user, or a third party.
4. Sales Agreements
4.1 Terms of Sale
The Layered Onion website will present Work to users of our Services and will give users the opportunity to discover and buy Work online directly from our artists (the “Artist”). Sales made through our Services are contracted directly between the Artist and the purchaser of the work (the “Purchaser”). The Layered Onion is not, in any respect, the seller of Work presented for sale through our Services. The Layered Onion is not a party to any contract conducted between the Artist and the Purchaser. Only the Artist and Purchaser of the Work are bound to obligations arising therefrom.
4.2 Terms of Pricing and Payment
The full sale price of any Work will be presented to users of our Services and will include any taxes and commissions payable to The Layered Onion, excepting any applicable delivery and packaging fees. Any delivery and packaging fees depend on the type of Work and the location of its delivery.
The payment of the full sale price of the Work is made by the Purchaser to the Artist, using our Services, via the third-party platform Stripe, Inc. (“Stripe”). When applicable, The Layered Onion will calculate, collect and remit sales tax via Stripe. Please see Stripe’s terms for more information on taxes, including information on taxes The Layered Onion collects and remits via Stripe. Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You have sole responsibility and liability for: (i) determining what, if any, Taxes apply to the sale of your products and services, acceptance of donations, or payments you make or receive in connection with your use of the Services; and (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any Taxes, or we are unable to validate any tax-related identification information you provide to us, we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. Upon our reasonable request, you must provide us with information regarding your tax affairs.
We may send documents to you and tax authorities for Transactions processed using the Services. Specifically, pursuant to applicable Law (including the Internal Revenue Code), we may be required to file periodic informational return with taxing authorities in relation to your use of the Services. If you use Payment Processing Services, you acknowledge that we will report the total amount of payments you receive each calendar year as required by the Internal Revenue Service. We also may, but are not obliged to, electronically send you tax-related information (including, when you provide us your tax identification number, a Form 1099-K).
4.3 Order
The Work is offered for sale via our Services, subject to its availability. To order Work, the Purchaser must select the Work of their choice, place it in their cart, and provide the necessary personal information to place the order. Before validating the order, the Purchaser must correct any potential mistakes in the items inserted, as well as review the delivery, and packaging fees. The Purchaser will not be charged for the payment before their purchase offer has been validated, in order to ensure the Work’s availability from the Seller. If the Work is no longer available, an email informing the Purchaser and cancelling the order will be sent within 48 hours.
Transfer of ownership of any Work purchased via The Layered Onion occurs as soon as the full sale price (including commission, delivery, and packaging fees) has been paid by the Purchaser. Failure to pay the full sale price automatically cancels the sale.
4.4 Acceptance
The unconditional acceptance of our Terms of Service is mandatory to conclude the sale agreement, by both the Artist and the Purchaser. The Purchaser’s unconditional acceptance of the Terms is confirmed by a box which will be checked by the Purchaser at the time of sale.
4.5 Delivery
At The Layered Onion, we are committed to ensuring your satisfaction with the delivery of our Artists’ Work. Our Shipping, Returns, and Exchanges Policy is a separate document which details how your delivery is fulfilled. By using our Services, you agree to be bound by the terms of our Shipping, Returns, and Exchanges Policy.
4.6 Warranties and Limitation of Liability
You understand that The Layered Onion does not produce, store, or inspect any of the items sold through our Services. The Work on our site is produced, stored, packaged, and delivered directly by our Artists, and The Layered Onion cannot and does not make any representation or warranties about its quality, safety, authenticity, or legality. Any legal claim related to Work purchased through our services must be brought directly against the Artist. You release The Layered Onion from any claims related to items sold through our Services, including for defective items, misrepresentations by sellers, or product liability claims.
5. Disputes
5.1 Indemnification
You agree to indemnify us hold our subsidiaries, affiliates and their respective officers, directors, attorneys, agents, employees, licensors and suppliers (the “Indemnitees”) harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by us and (if applicable) any Indemnitee resulting from or arising out of your violation of any law, breach of any representation or warranty in this agreement, or infringement of the rights of a third party, including intellectual property rights.
5.2 Release
To the fullest extent permitted by law, you release and covenant not to us, our partners, our affiliated companies, and our and their respective officers, directors, agents, joint venturers, employees, legal representatives, and suppliers from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed. In entering into this release you expressly waive any protections (whether statutory or otherwise – e.g., California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this release.
5.3 Disputes with Other Users
If you find yourself in a dispute with another user of The Layered Onion’s Services, or a third party, we encourage you to contact the other party and try to resolve the dispute amicably. The Layered Onion will attempt to help you resolve disputes in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. The Layered Onion has no obligation to resolve any disputes.
5.4 Disputes with The Layered Onion
The parties recognize that a dispute arising out of or relating to this agreement, including its validity, amendment, waiver or termination, may arise during or after its term. In the event of a dispute, either party may, by written notice to the other party, have such disputes referred to their respective representatives for attempted resolution by good faith negotiations between such representatives to be completed within thirty (30) days after such notice is received (“Negotiation Period”). The Negotiation Period may be extended only by written consent of the parties.
These rules will govern any legal dispute involving our Services:
5.5 Venue and Governing Law
The provisions of this agreement will be governed by and construed under the laws of the State of Wisconsin without regard to conflicts-of-law principles. Any action or proceeding seeking to enforce any provision of this agreement may be brought only in the Circuit Court for the County of Dane, and the undersigned parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) and waive any objection to venue therein. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law.
5.6 Binding Arbitration
In the event that an agreement is not reached during the Negotiation Period, the parties agree that any dispute shall be adjudicated exclusively by binding arbitration. Either party may initiate such arbitration by written notice to the other.
Unless the parties agree on a different set of arbitration rules, the arbitration shall be governed by the Federal Arbitration Act and conducted by a single arbitrator in accordance with the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”). If the parties are unable to agree upon the arbitrator, the arbitrator shall be selected by AAA. The arbitrator shall be selected and shall convene the arbitration within one (1) month from the end of the Negotiation Period. Such arbitration shall take place in Dane County, Wisconsin provided, that the arbitrator may conduct hearings at such other location or locations as he or she finds appropriate for the convenience of the parties, and deposition testimony may be taken at such other location or locations as shall be for the mutual convenience of the parties. Any dispute regarding the arbitrability of the dispute or of this agreement to arbitrate shall be decided by the arbitrator.
The arbitrator shall base his or her decision on the terms and conditions of this agreement, as interpreted according to the substantive law and judicial precedent of the State of Wisconsin, without reference to its choice of laws rules. The decision of the arbitrator shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered by any court of competent jurisdiction. The decision of the arbitrator shall be in the form of a written decision rendered within thirty (30) days after the conclusion of the arbitration hearing, such written decision to include the findings of fact and conclusions of law upon which it is based. The arbitrator shall be empowered to grant any award in law or equity including, but not limited to, monetary damages (which shall be limited to compensatory damages only), injunctive relief, including temporary restraining orders prior to rendering a final judgment, and reasonable attorneys’ fees.
No arbitration or litigation shall be commenced between the parties prior to or during the Negotiation Period, except for equitable remedies such as injunctive relief or specific performance.
The above agreement to arbitrate shall continue in full force and effect despite the expiration or termination of this agreement.
6. General Provisions
6.1 WARRANTIES
THE LAYERED ONION IS DEDICATED TO MAKING OUR SERVICES THE BEST THEY CAN BE, BUT WE’RE NOT PERFECT AND SOMETIMES THINGS CAN GO WRONG. YOU UNDERSTAND THAT OUR SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY KIND OF WARRANTY (EXPRESS OR IMPLIED). WE ARE EXPRESSLY DISCLAIMING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
WE DO NOT GUARANTEE THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR EXPECTATIONS. YOU USE THE SERVICES SOLELY AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
6.2 LIABILITY LIMITS
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER THE LAYERED ONION, NOR OUR EMPLOYEES OR DIRECTORS SHALL BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
6.3 Severability
The Terms, including all of the policies that make up the Terms, supersede any other agreement between you and The Layered Onion regarding the Services. If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms. We may assign any of our rights and obligations under the Terms.
6.4 Changes and Updates
Changes will be effective upon their posting unless otherwise specified. You are responsible for reviewing and becoming familiar with any changes. Your use of the Services following the changes constitutes your acceptance of the updated Terms.
6.5 Contact Information
From time to time, The Layered Onion may contact you with you with certain legal information in writing. By using our Services, you represent that we can send you information electronically (such as by email), and that at any point while using our Services, your electronic agreement is the same as your signature on paper.
If you have any questions related to our Terms, please email us at [email protected].