Terms of Service

1. Acceptance of Terms

Welcome to UmiArte and UmiArtista (collectively, the "Platform"), an online art marketplace operated by UmiPal ("we", "us", or "our"). These Terms of Service ("Terms") govern your access to and use of our mobile applications and website.

By creating an account or using our Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not use our Platform.

2. Eligibility

You must be at least 18 years of age, or the age of legal majority in your jurisdiction, to create an account and use our Platform. By using the Platform, you represent and warrant that you meet these eligibility requirements and that all information you provide is accurate and complete.

3. Description of the Service

UmiPal is a two-sided marketplace that connects customers who wish to acquire art ("Customers") with independent artists who create and sell art ("Artists" or "Vendors"). Through the Platform, users may:

• Commission custom artwork or purchase ready-made artwork
• Publish services, portfolios, and product listings
• Negotiate, communicate, and transact through in-app messaging
• Make and receive payments securely
• Track orders through fulfilment and leave reviews

We provide the marketplace and related tools but are not a party to the agreements formed directly between Customers and Artists for the creation or sale of artwork.

4. Accounts and Registration

To access most features, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your account credentials confidential and secure
• Accept responsibility for all activity that occurs under your account
• Notify us immediately of any unauthorized use of your account

You are responsible for maintaining the security of your account, and we are not liable for any loss arising from your failure to safeguard your credentials.

5. User Conduct

When using the Platform, you agree to conduct yourself lawfully and respectfully. You are solely responsible for the content you submit, including messages, listings, artwork, and reviews.

You must not misrepresent your identity, your artwork, or your relationship with any person or entity, and you must honour the commitments you make to other users through the Platform.

6. Artist (Vendor) Terms

If you use the Platform as an Artist, you additionally agree that:

• You own or have all necessary rights to the artwork and content you list
• Your listings, pricing, and descriptions are accurate and not misleading
• You will fulfil accepted commissions and orders in a timely, professional manner
• You will maintain a valid payout account with our payment provider to receive funds
• You are responsible for any taxes arising from your sales on the Platform

7. Payments, Fees, and Payouts

Payments are processed securely through our third-party payment provider, Stripe, including Stripe Connect for Artist payouts. By transacting on the Platform, you agree to the applicable payment provider terms.

• Customers are charged the agreed amount for a commission or product order
• We may charge a platform fee and, where applicable, a delivery fee, disclosed at the time of the transaction
• Funds for custom commissions may be held and released to the Artist upon fulfilment
• Payouts are made to the Artist's connected payout account, subject to processing times

All amounts are stated in the currency shown at checkout. You are responsible for any bank, card, or currency-conversion charges imposed by your financial institution.

8. Intellectual Property and Artwork Ownership

Artists retain ownership of the intellectual property rights in their artwork unless otherwise agreed in writing with a Customer. The scope of any rights transferred or licensed for a commissioned or purchased work is a matter between the Customer and the Artist.

The Platform itself, including its software, design, trademarks, and branding, is owned by UmiPal and protected by intellectual property laws. You may not copy, modify, or distribute any part of the Platform without our prior written consent. By uploading content, you grant us a limited licence to host, display, and use it as necessary to operate and promote the Platform.

9. AI-Generated Content

The Platform offers optional AI-powered features, such as generating or varying reference images to help describe a custom request. AI-generated outputs are provided as-is and are intended as references only. You are responsible for how you use such outputs, and you must not rely on them as a substitute for the Artist's final work. AI features are handled in accordance with our Privacy Policy.

10. Prohibited Activities

You agree not to:

• Violate any applicable law or regulation
• Infringe the intellectual property or other rights of any person
• Upload content that is unlawful, fraudulent, harmful, or offensive
• Circumvent the Platform to avoid fees or complete transactions off-platform
• Interfere with, disrupt, or attempt to gain unauthorized access to the Platform
• Use the Platform to harass, abuse, or harm other users
• Post false, misleading, or manipulative reviews

11. Cancellations, Refunds, and Disputes

Cancellation and refund eligibility depend on the stage of a transaction and the nature of the artwork. For directed commissions, a Customer is generally charged only after the Artist accepts, and may re-list or cancel if the Artist declines or does not respond. Disputes between Customers and Artists should first be resolved directly through in-app messaging. Where a dispute cannot be resolved, our support team may assist, but we do not guarantee any particular outcome. We reserve the right to determine refund eligibility in accordance with these Terms and applicable law.

12. Termination

You may stop using the Platform and request deletion of your account at any time. We may suspend or terminate your access to the Platform, with or without notice, if you breach these Terms, engage in prohibited activities, or where we are required to do so by law. Upon termination, provisions that by their nature should survive (including payment obligations, intellectual property, disclaimers, and limitations of liability) will continue to apply.

13. Disclaimers

The Platform is provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied. We do not warrant that the Platform will be uninterrupted, error-free, or secure, and we make no warranties regarding the quality, safety, or legality of any artwork or the ability of any user to complete a transaction.

14. Limitation of Liability

To the maximum extent permitted by law, UmiPal and its affiliates will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, arising from your use of the Platform. Our total liability for any claim relating to the Platform will not exceed the amount you paid to us, if any, in the twelve months preceding the event giving rise to the claim.

15. Indemnification

You agree to indemnify and hold harmless UmiPal, its affiliates, and their respective officers, employees, and agents from any claims, liabilities, damages, and expenses (including reasonable legal fees) arising out of your use of the Platform, your content, or your breach of these Terms.

16. Governing Law

These Terms are governed by and construed in accordance with the laws of the jurisdiction in which UmiPal operates, without regard to conflict-of-law principles. Any disputes arising from these Terms or your use of the Platform will be subject to the exclusive jurisdiction of the competent courts of that jurisdiction.

17. Changes to These Terms

We may update these Terms from time to time. We will notify you of any material changes by posting the updated Terms on this page and updating the "Last Updated" date. Your continued use of the Platform after changes take effect constitutes your acceptance of the revised Terms.

18. Contact Us

If you have any questions about these Terms of Service, please contact us: