The terms of use are defined in the LISTING and BUYER Agreement listed below.

Listing-General - This listing Agreement sets forth the terms and conditions under which Catmacart Corporation, registered in the state of New York, USA together with its affiliated companies, agents and designees, myartspace.com or the New York Art Exchange or nyaxe.com ("Catmacart" or "we" or "us"), and the artist, art gallery owner, art dealer or any other art item seller listed below (the "Art Seller" or "you") is effective upon your click of the "Accept" button.

Catmacart - We offer access to several websites (the "Catmacart Websites" or "our Websites"): www.myartspace.com ("MAS"); and the New York Art Exchange ("NYAXE") operated at the website www.nyaxe.com.

MAS - Myartspace is an online social network for the art world. It is a community-based website for aspiring artists and photographers, more established artists and enthusiasts of the art world - teachers, collectors, curators, museums, galleries, and buyers of art. Members display and promote their works and careers, participate in dialog, competitions and events. MAS includes forums, reviews, events, editorial content, and sponsored competitions.

NYAXE - MAS provides an entry point into NYAXE where online eCommerce capability allows you to market your products. Through NYAXE you can create a store (the "Store") and offer for sale, the same original art items and reproductions or licensed merchandise derived thereof (collectively, the "Artwork") as also digitally displayed on MAS. NYAXE offers online tools for the creation and management of your online Stores. These tools permit you to set up a Store and populate it with content related to Artwork for sale; and to add, remove, revise and organize categories, listings, prices and other information. To join NYAXE, you will select one from a list of five Store account subscription levels. The benefits and costs of each level are described in the Catmacart Store Levels and Commission section of this Agreement. Membership in MAS is a mandatory for enrollment in NYAXE. Users who are not enrolled in MAS but who join NYAXE will become automatically enrolled in MAS also, with the same username and password.

Changes - In addition to the provisions of this Agreement, NYAXE may include other terms and conditions, all of which are incorporated by reference into this Agreement. Terms and conditions may be changed or updated at any time upon notice to you and you agree to accept delivery of any such notice, or any other notice regarding NYAXE, via the email account address registered with any of our Websites. It is your responsibility to review any such change notices, or check NYAXE periodically to ensure understanding of the terms and conditions for compliance with them.

Compliance - Your participation in the NYAXE is entirely conditioned on and subject to compliance with this Agreement. NYAXE's services to you are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. Individuals under the age of 18 can use these services only in conjunction with and under the supervision of a parent or legal guardian. In this case, you as the adult are responsible for any and all activities.

NYAXE Operation - NYAXE provides a marketplace for a buyer (the "Art Buyer") to purchase Artworks online. The sale is directly between you and the Art Buyer. Our role is limited to making NYAXE available and maintaining NYAXE as an intermediary and not an agent for either the Art Buyer or you. NYAXE accepts responsibility for the proper use of funds deposited by Art Buyers and disbursed through NYAXE, but does not accept responsibility for any negligence, misconduct or other inappropriate behavior by an Art Seller in connection with any sale transaction entered into on or through NYAXE. Nor does NYAXE accept responsibility for the delivery of or transfer of title to any Artwork purchased from you through NYAXE.

Representation - "Gallery" and "Enterprise" Store level membership (see the Catmacart Store Levels and Commission section of this Agreement) on NYAXE allow an Art Seller to sell the original Artwork owned by other NYAXE Art Sellers ("Representation"). The Art Seller with NYAXE Representation rights will be provided with online tools to propose to represent such Artwork, including the Artwork's transfer price and time to termination of the Representation. The Art Seller receiving the proposal can either accept the Representation online or reject it under the terms proposed. The rejecting Art Seller can also counter-propose alternative terms. If the Artwork owner accepts, the listing is immediately moved electronically to the new representative's Store. The representative Store can revise the category, pricing, and other attributes (but not the original image, the artist's identity, or other related images or videos). If the representative wants possession of the art, he must also pay for the Artwork's shipment. Upon completion of the Representation term, the representative Art Seller must return physical Artwork to its original Art Seller owner within 2 weeks. Upon completion of the Representation term, the online listing is moved electronically to the original Art Seller's Store immediately. Representation is a binding contract directly between the two Art Sellers. The role of NYAXE is limited to making the website available and maintaining it, as an intermediary and not an agent for either of the Art Sellers for any purpose. We do not accept responsibility for any negligence, misconduct or other inappropriate behavior by an Art Seller in connection with any Representation arrangement entered into on or through NYAXE. We do not accept responsibility for the delivery of or transfer of title to any Items sold through Representation on NYAXE.

Artist's License Grant - The Art Seller retains all copyrights either by ownership or Representation to Store Artwork and other content. However, you can elect to grant to NYAXE a non-exclusive, transferable, worldwide, royalty-free license to reproduce and sell reproductions or merchandise using symbols or imagery derived from your original art items (and cropped or re-sized modifications thereof) to the extent you elect to offer such Artwork for sale on NYAXE. Also, you can elect to grant us the license to digitally reproduce, publicly display and otherwise utilize your Artwork (and watermarked, cropped or re-sized modifications thereof) and other Store content to advertise, market, promote, and publicize your Artwork, our Websites and our other offerings in any manner; provided, however, that we shall be required not to so advertise, market, promote or publicize. These licenses granted shall terminate as of the date that is six (6) months following the termination of this Agreement.

Art Seller's Responsibilities and Use of Store - As member of NYAXE you will be provided an individual Store that will contain certain NYAXE graphics and textual links, which will serve to identify you as a NYAXE Art Seller. You may add or remove Artwork from your Store as you wish subject to the terms of this Agreement. You agree and acknowledges that you shall not use NYAXE or your Store to link to any website that violates NYAXE's policies; to solicit for advertisers or sponsors; to conduct competitions or contests of any type; or to display an advertisement banner of any kind, including those that are generated by web based banner or link exchange services. You may display on other websites owned or controlled by you, Artwork that is hosted by NYAXE if the Artwork is linked solely and directly into your Store. You shall not use any trademark of any other person or entity in the Store display name. The establishment and hosting by NYAXE of a Store does not constitute any assignment or transfer to you of ownership in any domain property of belonging to us. You acknowledge that Artwork displayed in the Store will be publicly available. You are responsible for evaluating and bearing all risks associated with the public availability of displayed Artwork. NYAXE shall have no obligation or responsibility for registering the copyright in any Store-displayed Artwork with any copyright office. You may not use a false email address, impersonate any person or entity, or otherwise misrepresent the origin of any Artwork. Your Store shall display only original art items that are for sale. Any change of status of availability must be updated within 48 hours of such change in status. If NYAXE receives complaints from Art Buyers who attempt to purchase original art item listed in your Store as being available for sale when it is not, your access to NYAXE may be subject to termination. Any prices listed in your Store must be stated in U.S. dollars.

NYAXE Security - You will receive a user password and a Store account and are responsible for maintaining the confidentiality of the password and are fully responsible for all activities that occur in your Store, and you ensure exit from the account at the end of each session. You agree to promptly notify NYAXE of any unauthorized use of password or Store account.

The Artwork Sale - An order is deemed "accepted" by you and the sale is concluded between the Art Buyer and you when the confirmation is posted to the Art Buyer's account or the Art Buyer receives confirmation by e-mail that the Art Buyer's order to purchase the property has been accepted and confirmed by you.

Original Artwork Order and Deposit - After the Art Buyer agrees to pay your asking price for Artwork on NYAXE, and by placing an order, the Art Buyer irrevocably agrees to pay a 100% deposit (the "Deposit") equal to the total purchase price ("Total Purchase Price") if you confirm the transaction. Total Purchase Price includes the agreed price of the Artwork on NYAXE; and associate shipping/handling costs, insurance expenses, service charges, sales and use taxes, Internet sales taxes, VATs, export and/or import taxes and duties and all transactional taxes or levies and related to the purchase of each Artwork that you or NYAXE are required to collect from the Art Buyer under applicable law. The Art Buyer irrevocably authorizes NYAXE to reserve the Total Purchase Price amount of the order on the Art Buyer's credit card, using the credit card information given to NYAXE by the Art Buyer when placing the order; and to charge the amount of the Deposit to the Art Buyer's credit card upon confirmation of the sale by you. NYAXE will cancel the transaction if the credit card company rejects the Art Buyer's Deposit payment for any reason.

Original Artwork Delivery and Acceptance - After NYAXE has received the Artwork's Total Purchase Price amount transfer from the Art Buyer's credit card company, you will be notified to ship Artwork, and must notify NYAXE when it is shipped. Shipping, crating, packaging and freight insurance are your responsibility. You will designate the crating/shipping/insurance companies. NYAXE will immediately notify the Art Buyer of Artwork shipment. The Art Buyer will receive the art and is free to accept it or reject it. After 20 days past Deposit receipt, NYAXE will remind the Art Buyer to confirm purchase or reject the Artwork within the next 10 days. Upon receipt of Art Buyer's purchase confirmation NYAXE will clear all funds due you from the Deposit. Once the Artwork is deemed purchased, NYAXE has completed its service and earned it's fee for the transaction, and shall have no further responsibility for the Artwork's location. If Art Buyer rejects the Artwork, NYAXE will notify you that the Artwork will be returned. If the Art Buyer does not return the Artwork by 20 days after such notification, the Art Buyer will be notified that the Deposit will not be refunded until return of Artwork. NYAXE will transfer funds to you on day 30 after such notification if Artwork is not returned by that date.

Import/Export Restrictions - Some Artwork sold on NYAXE may require cultural and customs permits for export from the country of shipment. Artwork may also be subject to a right of the country from which they are exported to purchase the Artwork from the Art Buyer, sometimes called a "right of preemption". Neither you nor NYAXE makes any representation, gives any warranty or shall have any liability to the Art Buyer in respect of the requirement for, or the availability, or issuance of valid export or import permits or the existence or exercise of preemption rights to purchase by governmental or regulatory authorities anywhere. If the listing of any Artwork on NYAXE discloses that the Artwork requires a cultural export permit or you disclose such requirement after confirmation of the sale but before the shipper picks up the Artwork, or the Art Buyer first learns that an export permit is required after the Artwork has been picked up by the shipper, and you are unable to obtain the export permit, the Art Buyer may rescind the sale of such Artwork by giving written notice to NYAXE. If the sale is rescinded, the Art Buyer shall cause the affected Artwork to be returned to you.

Our Store Levels and Commission - You agree that we will earn commission (the "NYAXE Commission") applied against the actual Artwork's transaction sale price as purchased from your Store. Upon receipt of Art Buyer's purchase confirmation NYAXE will clear all funds related to the Total Purchase Price Deposit less the NYAXE Commission. There are five Store subscription levels. You will sign up for a level upon enrolling in NYAXE and can, at any time upgrade the contract to the next level for the incremental difference.

Level	Annual Fee	Activation Fee	Free Listings /Cost After	Commission	Represent work?	Other
Starter	Free	$0	5/$10 after	15%	No
Individual	$50	$10	25/$5 after	12%	No
Professional	$120	$25	100/$4 after	10%	No	*MM
Gallery	$500	$50	200/$3 after	10%	Yes	*MM, EM, DC
Enterprise	$1000	$100	500/$2 after	5%	Yes	*MM, EM, DC

MM == Multimedia support. Allows videos, music, audio narration and online Stores to be attached to a listing
EM == Email list importation, online sales campaign management
DC == Direct Checking Wire deposits

Listing-Fee Avoidance - Prior to accepting an order you are free to remove the Artwork from sale. However, you shall not circumvent NYAXE by (a) offering for sale or selling any of your Artwork to Art Buyers other than by a transaction completed through NYAXE, or (b) by offering for sale or selling any of your Artwork to Art Buyers at a different price for an off-line transaction that bypasses NYAXE.

Content Policy - You acknowledge and agree that all Store content appearing in your Store must comply with our content policy. You will be solely responsible for all elements of the Store content uploaded or distributed by you or in the name of your account (including but not limited to all Artwork and textual information such as contact details, profile, information, messages and commentary on your Artwork or the Artwork of others) and the accuracy and propriety of the same. You agree that we have the right, but not the obligation, to screen all of your Store's content for compliance with our content policy, to prevent Store content from appearing on your Store or to remove Store content that already appears on your Store, for any reason. You acknowledge that the factors determining whether Store content falls within the content policy may be subjective, and you agree that we shall determine in our sole discretion whether your Store content adheres to the content policy. You acknowledge and agree that we may preserve Store content or disclose it if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process or enforce the terms of this Agreement. Our production of any print, product, advertisement or collateral material featuring your Store content does not indicate that we approve of the Store content or that you are absolved of any liability or harm arising from our use of the Store content. If you believe that your Store content has been copied by another person and appears on our Websites in a way that constitutes copyright and/or trademark infringement, you will report it to us in writing.

Content Ownership - We shall operate and maintain NYAXE as we deem reasonable and appropriate and in accordance with applicable law. You acknowledge that we are the owner of, and shall have all right, title, and interest in all computer programs and code and all text, graphics, copyrights, trademarks, trade secrets, service marks, and all other intellectual property rights related to the design, development, content, and identification of our Websites and any related business processes; provided, however, that you retain all rights and interests in and to trademarks, copyrights, and other intellectual property rights provided to us. All information with respect to purchases by Art Buyers, their representatives, or any other individuals that purchase your Artwork through NYAXE, that is collected by us and/or stored on our Websites, is our exclusive property. You shall not sell or otherwise use Art Buyer information derived from the transactions conducted by you through NYAXE other than to further the intent and purposes of this Agreement.

Termination, Refusal of Transaction, Site Monitoring - While it is our intention to establish a long-term mutually beneficial relationship with you, either party has the right in its sole discretion to terminate this Agreement for any reason whatsoever upon written notice to the other party. We reserve the right to withdraw any Artwork from NYAXE or to amend any content on NYAXE at any time. We may refuse service to anyone at any time in its sole discretion. We will not be liable to the Art Buyer or any third party because we have withdrawn any Artwork from NYAXE, amended any of the content or denied access to NYAXE. We reserve the right, but accept no obligation, to monitor any activity and content on NYAXE. We may investigate any reported violation of applicable law, the Agreement and any other policy applicable to you or transactions on NYAXE and take action that we deem appropriate, including but not limited to issuing warnings, suspending or terminating service, denying access or removing any content from NYAXE.

No Guaranty/Warranty - You understand that, like all technologies, we cannot guarantee that your use of NYAXE will be uninterrupted or error free. However, we do warrant that NYAXE will perform in substantial accordance with the specifications that have been discussed and we will correct any substantial deviations from these specifications. In addition, we will implement sufficient procedures and checkpoints for security and for maintaining an independent means for the reconstruction of lost data.

Listing-Privacy - You and Catmacart each agree that each party shall at all times take reasonably necessary steps to safeguard the confidentiality of proprietary information of the other party disclosed as a consequence of this Agreement, that such information will be used solely for the purposes of implementing this Agreement, and that such information will not be disclosed to any third party without the prior written consent of the other party; provided, however, that the parties may disclose information which at the time of the disclosure is part of the public knowledge and readily accessible to such third party.

Listing-Resolution of Disputes and Release - We encourage users to report user-to-user disputes to local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable. Catmacart, for the benefit of users, may try to help users resolve disputes. We do so in our sole discretion, and we have no obligation to resolve disputes between users or between Art Sellers and other NYAXE users. To the extent that we attempt to resolve a dispute, we will do so in good faith based solely on our policies. We will not make judgments regarding legal issues or claims.

Listing-Governing Law and Jurisdiction - The laws of the United States and the State of California will govern this Agreement. Any dispute with regard to this Agreement shall be submitted to arbitration by a single arbitrator in California in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The award rendered by the arbitrator shall be binding as between the parties and judgment on such award shall be entered in any court having jurisdiction thereof. The Arbitrator may award attorney's fees and costs to the prevailing party.

Listing-Transfer of Title, Risk of Loss - As Art Seller of Artwork sold on NYAXE you have represented to NYAXE that you will convey title of each Artwork to the Art Buyer upon receipt by you of payment for the Artwork. You have represented to NYAXE that you are the sole legal owner of each Artwork you are offering for sale on NYAXE or that you are duly authorized by the owner of the Artwork to sell the Artwork and that you will transfer ownership of the Artwork to the Art Buyer free from any claims by third parties. Risk of loss to each Artwork will pass to the Art Buyer upon conveyance of title to the Art Buyer.

Listing-Disclaimers - TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE QUALITY OF ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED BY ART SELLERS THROUGH NYAXE WILL MEET ART BUYERS' EXPECTATIONS, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE STORE OR NYAXE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. NYAXE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY ART SELLERS IN CONNECTION WITH NYAXE INCLUDING BUT NOT LIMITED TO LOSS OF DATA, NONDELIVERIES OR MISDELIVERIES OF CONTENT OR EMAIL, ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION, SERVICE INTERRUPTIONS CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF USERS OF OUR WEBSITES, OR PROBLEMS ARISING AS A RESULT OF DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH OUR WEBSITES. WE DO NOT CONTROL THE CONTENT POSTED OR DISTRIBUTED BY OUR WEBSITES' USERS ON OR THROUGH OUR WEBSITES. WE ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY CONTENT OR ARTWORK DISTRIBUTED OR MADE AVAILABLE BY OUR WEBSITES' USERS THROUGH OUR WEBSITES.

Listing-Limitation of Liability - YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) YOUR USE OR INABILITY TO USE OUR WEBSITES; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR STORE, DATA OR TRANSMISSIONS; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR WEBSITES; (D) YOUR DISPUTES WITH ONE OR MORE ART BUYERS OR OTHER ART SELLERS, OR ANY OUTSIDE PARTY; OR (E) ANY OTHER MATTER RELATING TO THIS AGREEMENT, NYAXE OR YOUR STORE. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND NYAXE PARTICIPATION WILL NOT EXCEED, AT ANY TIME, THE TOTAL AMOUNTS PAID TO YOU UNDER THIS AGREEMENT DURING THE PREVIOUS 12-MONTH PERIOD.

Listing-Indemnity - You hereby agree to defend, indemnify and hold harmless Catmacart and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' and witness fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on any claim that any element of your Store Artwork or content infringes on any trademark, trade name, service mark, copyright, license, publicity right, privacy right, goodwill, patent, or other intellectual property or proprietary right of any third party; any misrepresentation of a representation or warranty or breach of a covenant made by you herein; any claim related to any element of your Artwork or Store content; or (iv) your use or misuse of our Websites.

Listing-Compliance with Laws - You acknowledge and agree that you will use NYAXE and operate your Store at all times in accordance with all applicable international, national, state, provincial and all local laws. Recognizing the global scope of the Internet, you further agree to comply with all applicable laws regarding the transmission of electronic data exported from the country in which you reside. You represent and warrant to us that you have all necessary consents and permissions to send email communications to addresses sent through our Websites.

Listing-Access and Interference - All persons accessing our Websites agree that (a) they will not, by automatic device or manual process, monitor or copy web pages or their content without the prior written permission of Catmacart; (b) they will not use any device, software or routine to interfere or attempt to interfere with the proper functioning of our Websites; (c) they will not do anything that imposes an unreasonable or disproportionately large load on our Websites' infrastructures.

Listing-Miscellaneous - You and Catmacart are independent entities, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Catmacart. If any provision of this Agreement is deemed unlawful, void or for any reason unenforceable, such provision(s) will be deemed severable from the rest of this Agreement and will not affect the validity and enforceability of the other terms of the Agreement. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement. Except as otherwise specifically provided herein, this Agreement constitutes the entire agreement between you and Catmacart relating to this subject matter, and all prior negotiations and understandings, whether oral or written, are superseded.

Listing-Notices - Except as explicitly stated otherwise, any notices shall be given by postal mail to We, Attn: Catherine McCormack-Skiba; 818 Emerson Street, Palo Alto, CA 94301, USA (in the case of Catmacart) or, in your case, to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us. In such case, notice shall be deemed given three days after the date of mailing.

Buyer-General - Welcome to the New York Art Exchange website ("NYAXE"), provided to you by Catmacart Corporation ("Catmacart" or "we" or "us"), registered in the state of New York, USA.

Before any use of NYAXE, as either a visitor or buyer (the "Art Buyer" or "you"), you must read and agree to all of the Terms and Conditions defined in the following sections. These Terms and Conditions create a binding contract between you and Catmacart.

We do not operate online stores or sell products; rather, through NYAXE we provide online eCommerce capability where an artist, art gallery owner, or art dealer (the "Art Seller") can create an online store (the "Store") to offer for sale original art items and reproductions or licensed merchandise derived thereof (the "Artwork"). NYAXE provides the same marketplace for Art Buyers to purchase Artwork online. The sale is directly between the Art Buyer and the Art Seller. We are not responsible for examining or evaluating, and we do not warrant the offerings of any of these Art Sellers or the contents of their Stores. Our role is limited to making NYAXE available and maintaining it. NYAXE is an intermediary and not an agent for either the Art Buyer or the Art Seller for any purpose. We accept responsibility for the proper use of your funds deposited and disbursed through NYAXE, but do not accept responsibility for any negligence, misconduct or other inappropriate behavior by an Art Seller in connection with any sale transaction entered into on or through the NYAXE. We do not accept responsibility for the delivery of or transfer of title to any Artwork purchased through NYAXE.

We may amend these Terms and Conditions at any time. Any changes to the Terms and Conditions will be effective after 14 days of posting on NYAXE. Your continued use of NYAXE will constitute acceptance by you of revised or new Terms and Conditions.

You also agree that your use of other Catmacart websites may be governed by separate terms and conditions, and privacy policies. These Terms and Conditions are effective on October 1, 2008, for current users, and upon acceptance for new users.

By clicking on the "Accept" button, you represent that you are able to form legally binding contracts, are over the age of 18, and not temporarily or indefinitely suspended from use of NYAXE.

Electronic Communication - You consent to electronic communications with NYAXE, by visiting NYAXE or sending e-mails. NYAXE will communicate with you by e-mail or by posting notices on NYAXE. You agree that all agreements, amendments to Terms and Conditions, notices, disclosures and other communications provided electronically will satisfy any legal requirement that such communications be in writing.

Art Buyer's Account - You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and agree to accept responsibility for all activities that occur under your account or password.

Buyer-Privacy - We do not sell or share NYAXE users' personal information with third parties for any marketing purpose without their consent. NYAXE stores and processes user information in computers, located in the United States, and protected by industry standard security systems. You can access NYAXE to modify your information. All information with respect to purchases by Art Buyers that purchase Artwork through NYAXE that is collected by NYAXE and/or stored on NYAXE is our exclusive property. Art Sellers may not sell or otherwise use your information derived from transactions conducted through NYAXE.

Original Artwork Purchase Process - Once placed, an offer may not be canceled or revoked by the Art Buyer. An order is deemed "accepted" by the Art Seller and the sale is concluded between the Art Buyer and the Art Seller when the confirmation is posted to the Art Buyer's account or the Art Buyer receives confirmation by e-mail that the Art Buyer's order to purchase the Artwork has been accepted and confirmed by the Art Seller.

After you agree to pay Art Seller's asking price for Artwork on NYAXE, and by placing an order, you irrevocably agree to pay a 100% deposit (the "Deposit") equal to the total purchase price ("Total Purchase Price") if the Art Seller confirms the transaction. Total Purchase Price includes the agreed price of the Artwork on NYAXE; and associate shipping/handling costs, insurance expenses, service charges, sales and use taxes, Internet sales taxes, VATs, export and/or import taxes and duties and all transactional taxes or levies and related to the purchase of each Artwork that the Art Seller or NYAXE is required to collect from you under applicable law. You irrevocably authorize NYAXE to reserve the Total Purchase Price amount of the order on your credit card, and to charge the amount of the Deposit to your credit card upon confirmation of the sale by the Art Seller, using the credit card information given to NYAXE by you when placing the order. NYAXE will cancel the transaction if the credit card company rejects your Deposit payment for any reason.

After NYAXE has received the Artwork's Total Purchase Price amount transfer from your credit card company, the Art Seller will be notified to ship the Artwork, and must notify NYAXE when it is shipped. Shipping, crating, packaging and freight insurance are the Art Seller's responsibility. The Art Seller designates the crating/shipping/insurance companies. NYAXE will immediately notify you of Artwork shipment. You will receive the Artwork and are free to accept it or reject it. After 20 days past Deposit receipt, NYAXE will remind you to confirm purchase or reject the Artwork within the next 10 days. Upon receipt of your purchase confirmation NYAXE will clear all funds due the Art Seller from the Deposit. Once the Artwork is deemed purchased, NYAXE has completed its service and earned it's fee for the transaction, and shall have no further responsibility for the Artwork's location. If you reject the Artwork, NYAXE will notify the Art Seller that the Artwork will be returned. If you do not return the Artwork by 20 days after such notification, you will be notified that the Deposit will not be refunded until return of the Artwork. NYAXE will transfer funds to Art Seller on day 30 after such notification if Artwork is not returned by that date.

Buyer-Fee Avoidance - You shall not circumvent NYAXE by (a) offering to purchase Artwork from any of Art Seller's Store other than by a transaction completed through NYAXE, or (b) by offering to purchase Art Seller's Artwork at a different price for an off-line transaction that bypasses NYAXE.

Import Export Restrictions - Some Artwork sold on NYAXE may require cultural and customs permits for export from the country of shipment. Artwork may also be subject to a right of the country from which they are exported to purchase the Artwork from you, sometimes called a "right of preemption". Neither the Art Seller nor NYAXE makes any representation, gives any warranty or shall have any liability to you in respect of the requirement for, or the availability, or issuance of valid export or import permits or the existence or exercise of preemption rights to purchase by governmental or regulatory authorities anywhere. If the listing of any Artwork on NYAXE discloses that the Artwork requires a cultural export permit or the Art Seller discloses such requirement after confirmation of the sale but before the shipper picks up the Artwork, or you first learn that an export permit is required after the Artwork has been picked up by the shipper, and the Art Seller is unable to obtain the export permit, you may rescind the sale of such Artwork by giving written notice to NYAXE. If the sale is rescinded, you shall cause the affected Artwork to be returned to the Art Seller.

Buyer-Transfer of Title, Risk of Loss - The Art Seller of each Artwork sold on NYAXE has represented to us that the Art Seller will convey title of each Artwork to the Art Buyer upon receipt by the Art Seller of the Total Purchase Price for the Artwork. The Art Seller has represented to us that the Art Seller is the sole legal owner of each Artwork the Art Seller is offering for sale on the Site or that the Art Seller is duly authorized by the owner of the Artwork to sell the Artwork and that the Art Seller will transfer ownership of the Artwork to the Art Buyer free from any claims by third parties. Risk of loss to each Artwork will pass to you upon conveyance of title to you.

Curatorial Review - If you purchasing Artwork based partially or entirely on its stated provenance, artist or creator, you may require curatorial review of the Artwork. We may provide several names and contact information for persons reputed to be curators in Artwork of the type selected by you so that you may contract directly for such curatorial review. While we believe the curators it recommends to be reasonably qualified, we accept no responsibility for such curators' work.

Content & Control - We are not responsible for and does not control the content provided by users that is made available on NYAXE or websites linked to NYAXE. Some users may view content as offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense. You must use caution and common sense, and engage in safe business practices while using NYAXE.

Termination - Denial of Access - While it is our intention to establish a long-term mutually beneficial relationship with you, either party has the right in its sole discretion to terminate this relationship for any reason whatsoever upon written notice to the other party. We may refuse NYAXE service to anyone at any time in its sole discretion. We reserve the right, but accept no obligation, to monitor any activity and content on NYAXE. We may investigate any reported violation of applicable law, these Terms and Conditions and any other policy applicable to you or transactions on NYAXE and take action that it deems appropriate, including but not limited to issuing warnings, suspending or terminating service, or denying access. We will not be liable to you because we have denied access to NYAXE.

Buyer-Resolution of Disputes and Release - We encourage users to report user-to-user disputes to local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable. We, for the benefit of users, may try to help users resolve disputes. We do so in our sole discretion, and we have no obligation to resolve disputes between you and Art Sellers or other NYAXE users. To the extent that we attempt to resolve a dispute, we will do so in good faith based solely on our policies. We will not make judgments regarding legal issues or claims.

Buyer-Governing Law and Jurisdiction - The laws of the United States and the State of California will govern any disputes with regard to these Terms and Conditions and disputes shall be submitted to arbitration by a single arbitrator in California in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The award rendered by the arbitrator shall be binding as between the parties and judgment on such award shall be entered in any court having jurisdiction thereof. The Arbitrator may award attorney's fees and costs to the prevailing party.

Buyer-Disclaimers - TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE QUALITY OF ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED BY YOU THROUGH NYAXE WILL MEET YOUR EXPECTATIONS, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. WE MAKE NO REPRESENTATION THAT THE OPERATION OF NYAXE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. NYAXE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU IN CONNECTION WITH NYAXE INCLUDING BUT NOT LIMITED TO LOSS OF DATA, NONDELIVERIES OR MISDELIVERIES OF CONTENT OR EMAIL, ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION, SERVICE INTERRUPTIONS CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF A USER OF NYAXE, OR PROBLEMS ARISING AS A RESULT OF DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH NYAXE. WE DO NOT CONTROL THE CONTENT POSTED OR DISTRIBUTED BY NYAXE USERS ON OR THROUGH NYAXE. WE ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY CONTENT OR ARTWORK DISTRIBUTED OR MADE AVAILABLE BY NYAXE USERS THROUGH NYAXE.

Buyer-Limitation of Liability - YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) YOUR USE OR INABILITY TO USE NYAXE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ONLINE ACCOUNT, DATA OR TRANSMISSIONS; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON NYAXE; (D) YOUR DISPUTES WITH ONE OR MORE ART SELLERS, OR AN OUTSIDE PARTY; OR (E) ANY OTHER MATTER RELATING TO THESE TERMS AND CONDITIONS, NYAXE OR YOUR NYAXE ACCOUNT. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THESE TERMS AND CONDITIONS WILL NOT EXCEED, AT ANY TIME, THE TOTAL AMOUNTS PAID BY YOU DURING THE PREVIOUS 12-MONTH PERIOD.

Buyer-Indemnity - YOU HEREBY AGREE TO INDEMNIFY AND HOLD US AND (AS APPLICABLE) OUR SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THESE TERMS AND CONITIONS, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

Buyer-Compliance with Laws - You acknowledge and agree that you will use NYAXE and operate on NYAXE at all times in accordance with all applicable international, national, state, provincial and all local laws. Recognizing the global scope of the Internet, you further agree to comply with all applicable laws regarding the transmission of electronic data exported from the country in which you reside. You represent and warrant to us that you have all necessary consents and permissions to send email communications to addresses sent through NYAXE .

Buyer-Access and Interference - You agree to (a) not, by automatic device or manual process, monitor or copy web pages or their content without our prior written permission; (b) not use any device, software or routine to interfere or attempt to interfere with the proper functioning of NYAXE; (c) not do anything that imposes an unreasonable or disproportionately large load on the NYAXE's infrastructures.

Buyer-Miscellaneous - You and Catmacart are independent entities, and nothing in these Terms and Conditions will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. If any provision of these Terms and Conditions is deemed unlawful, void or for any reason unenforceable, such provision(s) will be deemed severable from the rest of these Terms and Conditions and will not affect the validity and enforceability of the other terms of the Terms and Conditions. Our failure to enforce your strict performance of any provision of these Terms and Conditions will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of these Terms and Conditions. Except as otherwise specifically provided herein, these Terms and Conditions constitute the entire agreement between you and Catmacart relating to this subject matter, and all prior negotiations and understandings, whether oral or written, are superseded.

Buyer-Notices - Except as explicitly stated otherwise, any notices shall be given by postal mail to Catmacart Corporation, Attn: Catherine McCormack-Skiba; 818 Emerson Street, Palo Alto, CA 94301, USA (in the case of Catmacart) or, in your case, to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us. In such case, notice shall be deemed given three days after the date of mailing.