Thank you for your interest in Artsonia LLC (“Artsonia”), which owns and operates the services on Artsonia.com. This School Fundraising Promotion Agreement (“Agreement’) sets forth the terms and conditions which govern a school’s participation in the Artsonia School Fundraising Promotion.

Artsonia.com (“Artsonia Website”) is an online student art museum which publishes artworks from schools worldwide through online art galleries that showcase students’ creative works. Artwork is uploaded to the Artsonia Website and stored and accessed via Artsonia services, including the Artsonia App. In addition to publishing students’ creative works, the Artsonia Website offers for sale goods with student artwork imprinted upon them, as well as a paid subscription service (“Artsonia Plus Related Services”) for families that desire additional arts activities for the home.

Registered schools utilizing Artsonia services are eligible to participate in the Artsonia Fundraising Promotion (“Promotion”). Under the Promotion, for every sale made in connection with a particular school, Artsonia will donate twenty percent (20%) of the sale amount (excluding taxes and shipping) to support that school’s art program or related youth art education initiatives (“Funds”).

This Agreement governs the terms and conditions under which a school may participate in the Promotion and Artsonia’s accounting, reporting, and distribution conditions for donations.

NOW, THEREFORE, in consideration of the promises, mutual covenants, agreements, and obligations contained herein, Artsonia and the School agree as follows:

1. Participation in the Promotion is only available to a school or other qualified educational youth art program (“School”). In entering into this Agreement, you represent that you are a teacher, school administrator, parent volunteer, or other similar personnel of the School with the authority to bind School to these terms and conditions (“School Personnel”), in which case the terms “you”, “your”, and “School” shall refer to such entity. You certify that you have received the approval and authority of the School to enter into this Agreement on behalf of the School. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not participate in the Promotion.
2. You agree that in the event your capacity as an authorized representative of the School terminates, you agree to return and cease using all login details and student access you have in your possession. If at any time you learn a participant in the Promotion who claims to be affiliated with the School is not, in fact, affiliated with the School, you agree to immediately notify Artsonia.
3. When participating in the Promotion, you are subject to the terms of this Agreement, as well as the Artsonia Terms, Payment Terms, and Privacy Policy, which govern your use of Artsonia services and participation in the Promotion and constitute legal contracts between you and Artsonia. By registering for an account for the School on the Service, you are affirming your intention to participate in the Promotion and you acknowledge that you have read and agree to be bound by this Agreement.

1. The Promotion is currently operated perpetually and the School may continuously participate provided that the School maintains its eligibility and account in good standing, and abides by the terms and conditions of this Agreement. Artsonia reserves the right, however, upon notice to the School, to terminate the School’s participation in Promotion if:
   1. Artsonia determines to no longer operate the Promotion and ceases its administration and operation;
   2. You voluntarily terminate School’s participation in the Promotion; or
   3. The School, or its authorized representative, violates a term of this Agreement, the Terms or other Policy adopted and promulgated by Artsonia with respect to Artsonia services.

1. The purpose of the Promotion is to raise funds for school art programs and related youth art education initiatives.
2. Artsonia conducts the Promotion throughout the United States, pursuant to which:
   1. Artsonia offers for sale goods imprinted with artwork uploaded to the Artsonia Website; and
   2. ii. Artsonia agrees to provide a charitable contribution to School equivalent to twenty percent (20%) of the sale amount (excluding taxes and shipping) from each Qualifying Purchase, as defined below and subject to the distribution procedures and timely redemption conditions set forth in Section 6 of this Agreement.
3. Qualifying Purchases shall be one of the following:
   1. Purchase of merchandise imprinted with an Artwork uploaded by Teachers through the School’s account or through an account linked to the School’s account; or
   2. Purchase of merchandise imprinted with an Artwork NOT affiliated with a current school but for which the purchaser designates that the purchase(s) are intended to be made in connection with the School’s participation of the Promotion; or
   3. Purchase of a Digital Good for a student currently affiliated with the School, or for which the purchaser designated that the subscription is intended to be made in connection with the School’s participation of the Promotion.
4. There is no minimum amount guaranteed to the School under this Promotion or a cap or maximum amount the School may receive under the Promotion. Artsonia does not receive any compensation or reimbursement from the School or the customer for fundraising or other costs associated or connected with the Promotion.
5. Qualifying Purchases shall be subject to the Terms and Artsonia Payment Terms.
6. Artsonia will design and market promotional materials for the Promotion on the Artsonia Website, through email, social media, and other forms of communication. Promotional materials will indicate that Artsonia will donate twenty percent (20%) of sales to the School. The promotional materials will also indicate that the donation is to be used to benefit school art programs and related youth art education initiatives.
7. The School agrees to grant to Artsonia a non-exclusive, non-transferable, limited license and right to use the School name and/or logo (“School Marks”) in promotional materials and on its website solely in connection with, and during School’s participation in, the Promotion.

1. If School is tax-exempt under Section 501 of the Internal Revenue Code, the provisions of this Section apply.
2. Artsonia and the School agree that this Promotion constitutes a commercial co-venture and the parties’ relationship is one of commercial co-venturers.
3. The School represents and warrants that (a) the School has taken and will continue to take any actions that are required to comply with state charitable solicitation laws and other laws applicable to the School’s activities under this Agreement, and (b) its tax-exempt status under Section 501 of the Internal Revenue Code is in good standing and that the School will continue to take all actions necessary to maintain its tax-exempt status during the term of this Agreement. The School agrees to provide to Artsonia documentation and records certifying and verifying the tax-exempt status of School, upon request by Artsonia.
4. To the extent the parties’ relationship or operation of the Promotion is under the jurisdiction of one or more of the following state(s), this Agreement is subject to N.J.S.A. 45:17A-18, et seq., George Code Chapter 43-17, New Hampshire Revised Statutes, NY Exec 174-a.

1. Artsonia maintains complete and accurate records of all Qualifying Purchases connected to the School, and provides transparent accounting which is accessible via the School’s account on the Artsonia Website. The School, through its representatives, has the right at all times to review the number of sales and corollary contribution by accessing the School’s account.
2. The School’s contributions are tracked as Funds under the School’s account and may be redeemed through the Redeem Funds webpage on the Artsonia Website in accordance with the distribution provisions in Section 6 of this Agreement. All contribution amounts are accounted for, and reported in, US dollars and the Funds displayed represent US Dollars.
3. In the event the School believes that a Qualifying Purchase was incorrectly applied or not credited to the School, you should contact us immediately at info@artsonia.com or 1-800-869-9974.

1. The Redeem Funds webpage on the Artsonia Website sets forth, and Artsonia provides, the following five (5) options for Schools to redeem the contributions received from Artsonia through School’s participation in the Promotion.
   1. Artsonia Gift Certificate:
      1. Which shall have a value equivalent to the amount of funds requested plus an additional twenty percent (20%) of the amount of such funds;
      2. Which may be redeemable only through Website for goods offered for sale by Artsonia; and
      3. Which may redeemed subject to Artsonia’s Terms of Service and Payment Terms;
   2. Blick Art Materials Gift Certificate:
      1. Which shall have a value equivalent to the amount of funds requested; and
      2. Which may redeemable only for purchases from Blick Art Materials, excluding school open account payments, and subject to the policies of Blick Art Materials concerning the terms and conditions of redemption of gift certificates;
   3. Amazon.com Gift Card:
      1. Which shall have a value equivalent to the amount of funds requested; and
      2. Which may be redeemable for eligible goods from Amazon.com, subject to the policies of Amazon.com concerning the terms and conditions of redemption of gift cards.
   4. Artsonia Check:
      1. Which shall have a value equivalent to the amount of funds requested; and
      2. Which shall only be made payable to the School or School-affiliated account (eg. PTA, PTO Fund).
   5. Membership in the National Art Education Association (“NAEA”) or other professional development memberships or courses:
      1. Which shall have a value equivalent to the amount of funds requested; and
      2. Which shall be applied towards payment for the School Personnel’s new or renewed membership with NAEA or other professional development membership or course, provided that the School Personnel is authorized by the School to become a member or take an educational course for purposes of fulfilling professional duties required by the School.
2. The distribution of funds to the School by Artsonia shall constitute charitable donations by Artsonia and is intended to be used exclusively by the School for the benefit of the School’s art program or youth-related art education initiatives.
3. Contributions credited to the School’s account between July 1 of one year through June 30 of the next calendar year (“School Year”) shall remain eligible for redemption during that period of time, as well as the School Year immediately following.
4. School understands, and agrees, as condition of its participation in the Promotion, that Artsonia’s contributions to the School are eligible for redemption by the School for only the School Year in which the contributions were credited to the School’s account and the School Year immediately following.
5. FAILURE TO TIMELY REDEEM CONTRIBUTIONS. In the event that the School fails to redeem the contributions in a timely manner as set forth in Sections 6(a), 6(c), and 6(d) above, Artsonia and the School agree that Artsonia will distribute the contributions:
   1. To another School participating in the Promotion;
   2. To provide scholarships to students for purposes of art education; or
   3. To such other organization(s) organized and operated exclusively for educational or charitable purposes, as shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code, and be engaged in activities that advance youth art education. The current list of organizations that receive contributions from unredeemed school funds are listed here.
6. Neither the School nor the School Representative shall have any recourse against Artsonia, its employees, or agents for the School’s failure to timely redeem its contributions within the School Year in which the contributions were credited to the School’s Account and the School Year immediately following.

1. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the parties; Neither party nor its agents have any right, power, or authority of any kind to bind the other party or assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other.

1. This Agreement is effective immediately and will terminate on the earliest of the conditions of termination of the Promotion as set forth above in Section 2 (“Termination Date”).
2. Upon termination of the School’s participation in the Promotion, or upon the closing of School’s account with Artsonia, the School may no longer receive donations from Artsonia pursuant to the Promotion.
   1. The School may request available contributions until such time that its account is closed, and subject to the conditions on School Contribution Redemption Procedures in Section 6 above.
   2. Artsonia’s limited, non-exclusive, irrevocable, sublicensable, worldwide, royalty-free, and transferable right and license to User Submissions shall continue as defined, set forth, and provided for in the Artsonia Terms.
3. The School may terminate participation in the Promotion for any reason by closing its account with Artsonia; contributions not redeemed shall be subject to the provisions in Section 6(e) above.
4. Artsonia may terminate the School’s account and participation in the Promotion in the event of a material breach by the other party of any obligations, covenants, representations, or warranties in this Agreement if such breach cannot be, or has not been, cured within twenty (20) days after written notice of breach has been provided to the breaching party, whereupon any funds available to the School at the time the School’s account is closed shall be deemed not to have been timely requested, and shall be subject to the provisions in Section 6(e) above.

1. Any report required or permitted by this Agreement may be provided through electronic means by email or by electronic report accessible through an account on Website consistent with the Artsonia Terms and Artsonia Privacy Policy.
2. Any communication or consent required or permitted by the Agreement may be provided through electronic means, including, but not limited to, online forms, electronic signatures, or affirmations via indication through fields with binary activation states (e.g. checkboxes or radio buttons) consistent with the Artsonia Terms of Service and Artsonia Privacy Policy.
3. Any notice of breach required or permitted by this Agreement must be in writing and must be delivered personally or sent (a) by prepaid registered or certified mail, return receipt requested, (b) by overnight express delivery service by an internationally recognized courier, or (c) by email transmission with confirmed answer-back, followed within fourteen (14) days by a copy mailed in the preceding manner, addressed to the other party at the address shown below, or at such other address for which such party gives notice hereunder. Notice by personal delivery will be deemed effective upon receipt. Notice by courier or registered mail will be deemed effective three (3) business days after the date sent. Notice by email will be deemed effective upon sender’s receipt of confirmation of recipient’s receipt of the email.
   1. Physical mailings shall be sent to:
      Artsonia
      1350 Tri-State Parkway, Ste. 106
      Gurnee, IL 60031
   2. Phone calls shall be made to: 1-800-869-9974.
   3. Emails should be sent using the Contact Us form on the Artsonia Website.

1. This Agreement, together with any other Terms, Policies, or Agreements adopted and promulgated by Artsonia, as appropriate, constitute the entire agreement between the parties with respect to the subject matter hereof and merge all prior and contemporaneous proposals, understandings, representations, warranties, promises, and other communications, whether oral or written, with respect to such subject matter.
2. This Agreement shall not be altered, amended, or modified in any way except by Artsonia, and subject to notice provided to Schools and made available for viewing on the Artsonia Website.

1. The School shall not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, any rights or obligations to Artsonia under this Agreement without the prior written consent of Artsonia, which consent shall not be unreasonably withheld or delayed. Except as expressly permitted herein, any purported assignment, transfer, or delegation by the School shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.

1. If, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be void, invalid, or unenforceable, that provision will be enforced to the maximum extent permissible so as to effectuate the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Failure by any party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision, and no waiver will be effective unless made in writing and signed by the waiving party. This Agreement will be interpreted fairly in accordance with its provisions and without any strict construction in favor of or against either party.
2. Nothing in this Agreement shall be construed to be inconsistent with the Artsonia Terms, the Artsonia Privacy Policy, or any other Policy adopted and promulgated by Artsonia with respect to Artsonia services.
3. This Agreement is governed by and construed in accordance with the laws of the State of Illinois without regards to the conflict of laws provisions thereof. To the extent any dispute arising from or relating to the subject matter of this Agreement is permitted to be brought in a court of law, such claim shall be subject to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois, and, for all purposes of this Agreement, you and Artsonia consent to the exclusive jurisdiction and venue of such courts.
4. The section and paragraph headings contained in this Agreement are for the purposes of convenience only, and are not intended to define or limit the contents of the sections or paragraphs to which such headings apply.