These Terms and Conditions govern Registered Cherokee Artists’ (“You”; “Your”) access to and use of the Cherokee Nation Artists platform and website (“Website”) that is owned and operated by Cherokee Nation Cultural and Economic Development, LLC (“CED”). By registering for an account and/or profile on the Website and submitting Your artwork, depictions of your artwork, and other materials (“Material”; “Materials”) for display on Your profile, You agree to the following:
1. Waiver & Release:
You acknowledge that CED is relying on the acknowledgements and representations set forth in these Terms and Conditions in reviewing and distributing Your Materials and You hereby expressly waive, discharge, and release CED and the principals, officers, directors, managers, owners, representatives, agents, contractors, successors, licensees, and assigns of CED (collectively the “Released Parties”), from any and all claims liabilities in connection with the Material and agrees not to assert any claim, action, or proceeding of any kind for damages liabilities, costs, or expenses relating to the Material, any content developed, produced, and/or exploited by CED for use on the Website.
2. Indemnification:
You will indemnify, defend (at CED’s option), and hold harmless the Released Parties from and against any and all claims, demands, lawsuits, or proceedings, and any damages, liabilities, losses, costs, and expenses arising or resulting therefrom (including, without limitation, reasonable attorneys’ fees, special and punitive damages) that may be asserted against CED or incurred by CED at any time arising from any breach or alleged breach by You of these Terms and Conditions or any representation, warranty, covenant, or undertaking made by You herein.
3. Infringement Indemnification:
Notwithstanding anything to the contrary in these Terms and Conditions, You shall protect, defend (at CED’s option), indemnify and hold harmless the Released Parties from and against all claims for alleged infringement of any patents, trademarks, copyrights, or trade secrets arising from the CED’s use of the Materials provided by You. CED agrees to provide You with written notice of any such claims of infringement and of any suits brought or threatened against CED based on such claims and to give You assistance and authority to assume the defense of any such suits through Your own counsel and, with the approval of CED, to compromise or settle any such suits (but without affecting Your indemnification obligations under this section).
4. License:
You hereby grant a Limited, Non-exclusive, Non-transferable, Non-sublicensable, Worldwide right to use the Materials on and in connection with the Website and in accordance with these Terms and Conditions.
5. Representation & Warranties:
You represent and warrant that: (a) You have the full, exclusive, and unconditional right and authority to agree to these Terms and Conditions without the authorization of any third party and these Terms and Conditions constitute a legal, valid, and binding obligation; (b) You are the sole and exclusive creator and owner of the Materials, and no third party has any right, title, or interest in or to the material and no payments or approvals are required from any third party as a condition of the use or exploitation of the Materials or any part thereof; (c) You have had the opportunity to consult with counsel prior to agreeing to these Terms and Conditions and fully understand these Terms and Conditions; and (d) You are not relying upon any statements, understandings, representations, expectations, inducements, or agreements other than those expressly set forth in these Terms and Conditions.
6. Name & Likeness:
You hereby grant to CED the right to use Your name, voice, photograph, likeness, and biography in any and all media and by any and all technologies and processes now known or hereafter developed, throughout the universe and in perpetuity, with no compensation to You, in and in connection with: (i) the production, distribution, exhibition, advertising, promotion, marketing, and other exploitation in all works relating to the Website and its content; and (ii) general corporate and/or institutional uses (e.g., corporate meetings and in-house promotions, financial prospectuses and annual reports, archival uses) by CED.
7. Liability:
CED shall not be liable to You in any event or for any reason for any special, indirect, incidental or consequential damages or loss of profits arising out of or related to these Terms and Conditions. Further, CED expressly disclaims all liability for third-party use or exploitation of the Materials submitted by You. You acknowledge that the Materials submitted by You will be available to the public on the Website and CED bears no responsibility for any third-party use of the Materials.
8. Standard of Conduct:
You understand and acknowledge that CED is responsible for maintaining, representing, and reflecting the morals and values of the Cherokee Nation and its entities. CED, therefore, reserves the right to not include on or remove from the Website your profile or any content and Materials CED finds, in its sole discretion, to be unable to represent and reflect the morals and values of the Cherokee Nation and its entities.
9. Modifications:
CED reserves the right to update these Terms and Conditions at any time and for any reason.
10. Severability:
If any part or provision of these Terms and Conditions shall be void or voidable by a party as the result of its being contrary to any applicable tribal, federal, state or local law, regulation or ordinance, or if any section, subsection or term shall be finally declared void or unenforceable by any court or agency of competent jurisdiction, the remainder of these Terms and Conditions shall, to the maximum practicable extent, continue in full force and effect.
11. Waiver:
The failure of any party to enforce any right under these Terms and Conditions or to take action against the other party for breach of these Terms and Conditions shall not be deemed a waiver of any right relating to a subsequent breach of that provision or any of its provisions. Any waiver must be specific, in writing, and executed by the waiving party, and shall not be continuing unless it so states explicitly.
12. Law, Jurisdiction & Venue:
These Terms and Conditions and any related disputes shall be subject exclusively to the laws of the Cherokee Nation. Any disputes regarding the interpretation, enforcement, or performance of these Terms and Conditions shall be subject to the exclusive jurisdiction of Cherokee Nation. The District Court of the Cherokee Nation is the exclusive venue for any such dispute. Those agreeing to these Terms and Conditions expressly consent to the personal and subject matter jurisdiction of the Cherokee Nation related to these Terms and Conditions.
Notwithstanding, nothing in these Terms and Conditions may be construed to waive the sovereign immunity of the Cherokee Nation or CED or any parent or subsidiary of CED.
13. Acknowledgement:
You acknowledge that you have had an adequate opportunity to review these Terms and Conditions and to consult legal counsel knowledgeable in Federal Indian Law and Cherokee Nation Law regarding the legal effect of these Terms and Conditions.