Marcel for Art Terms of Use

Last Updated November 22, 2019

These Terms of Use (“Terms”) are a contract between you and Marcel for Art Ltd (“Marcel” or “we”) and govern your access to and use of any Marcel website, mobile application, product or service (collectively, the “Services”).

  1. Terms. By accessing and/or using the Services, or clicking any button to indicate your consent, you accept and agree to be bound by these Terms. If you do not agree to these Terms, do not use the Services. We may amend the Terms and all amendments will be effective upon posting of such updated Terms or such other timeframe that we communicate. Your continued access to or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended. In addition to these Terms, certain features may be subject to additional terms and conditions, your use of any such feature is subject to those additional terms and conditions. The Marcel Privacy Notice is hereby incorporated by reference.
  2. Use of the Services. You must not use or exploit the Services other than for your personal use. We continually update and test various aspects of our platform and you agree that we may include you in or exclude you from these tests without notice. You understand and agree that we may take actions we deem reasonably necessary to prevent fraud and abuse. You agree that the information you provide at sign up and at all other times will be true, accurate, current, and complete and that you will keep this information up to date at all times. You are solely responsible for all activity that occurs under your account, including any activity by unauthorized users. To use the Services you must have access to the Internet and may be required to download and use a mobile application. You are solely responsible for providing your own access to the Services, including all fees associated with accessing the Services. The availability of all or part of our Services may be limited based on demographic, age, or other criteria as we may establish from time to time. For example, you must be 18 years of age or older to use this Services. You agree that we will provide notices and messages to you, including in the following ways: through the Marcel Services or platform, or sent to the contact information you provided us.
  3. Termination or Modification. You agree that we, in our sole discretion and for any or no reason at any time, may modify, update, change, terminate, cancel, deactivate, disable, delete and/or suspend (i) any account, membership, any orders placed, your access to or use of the Services, your profile or any content, (ii) any feature, functionality or policy of the Services and/or (iii) access to the Services or any part thereof, in each case with or without notice and without liability to you or any third party.
  4. Prohibited Conduct. To help make Marcel a safe, secure and fair environment, you agree that you will not:

    1. Create a false identity on Marcel, misrepresent your identity, create a profile for anyone other than yourself (a real person), or use or attempt to use another’s account;
    2. Develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the Services or otherwise copy profiles, content and other data from the Services;
    3. Override any security feature or bypass or circumvent any access controls or use limits of the Services (such as caps on keyword searches or profile views);
    4. Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties (such as search engines), without the consent of Marcel;
    5. Disclose information that you do not have the consent to disclose (such as confidential information of others);
    6. Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights. For example, do not copy or distribute (except through the available sharing functionality) the posts or other content of others without their permission;
    7. Violate the intellectual property or other rights of Marcel;
    8. Post anything that contains software viruses, worms, or any other harmful code;
    9. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology;
    10. Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access to the same, without Marcel’s consent;
    11. Deep-link to our Services for any purpose other than to promote your profile on our Services, without our consent;
    12. Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;
    13. Monitor the Service’s availability, performance or functionality for any competitive purpose;
    14. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;
    15. Overlay or otherwise modify the Services or their appearance;
    16. Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms); and/or
    17. Violate any additional terms concerning the Services.
  5. Your Content.

    a. Your Content is Yours. Your Content is yours and we do not claim any ownership to it. These Terms don’t give us rights to Your Content except for the rights that enable us to offer the Services. “Content” means any and all images, photographs, works of authorship, text, information, audio, video, graphics, code, software, and other material submitted, posted, published or otherwise provided on, to or through the Services. “Your Content” is Content you submit, post, publish or provide on, to or through the Services.

    b. Permission to Use Your Content. We need your permission to use Your Content in ways necessary to provide, improve and protect the Services. For example, we need the rights to host, store and backup Your Content and to display it or share it when you decide to. Our Services may also provide you with features like commenting, sharing, searching, image thumbnails, document previews, sorting, organization, and personalization. To provide these and other features, Marcel accesses, stores, and scans Your Content. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with.

    The legal language way of saying this is that, by submitting, posting or uploading Your Content to the Services, you grant Marcel a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce host, store, distribute, modify, edit, prepare derivative works of (such as those resulting from translations, adaptations or other changes we make so that Your Content works better with the Services), publicly display, publish, publicly perform, and use Your Content solely for the purposes of operating, developing, improving and providing Marcel, including the Services. We understand and respect how important Your Content is to you and therefore will request your permission if we would like to use Your Content in our advertising.

    c. Use Content That You Are Allowed to Use. You understand that you are solely responsible for Your

    Content. You represent and agree that (1) you have and will continue to have all necessary rights and permissions to legally use, share, display, transfer and license your Your Content via the Services, (2) Your Content, and our use of Your Content in accordance with these Terms, does not and will not infringe or violate any law or regulation, or any right or intellectual property of any third party, including any privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights and (3) you have the legal right and capacity to enter into these Terms.

    d. Feedback. We welcome feedback, comments and suggestions (“Feedback”). You give Marcel permission to use Feedback at its discretion without any obligation to you, for example, to make suggested changes to the Services. We have no obligation to act on, use or respond to Feedback.

    e. Removal. Content on the Services covers a very wide range of art and subject matters. Every user is solely responsible for all of the Content that they provide on, to or through our Services. We have no obligation to remove, edit, block and/or monitor Content, however we reserve the right to remove or refuse to display any Content on our Services, in whole or part, if we believe that such Content may violate these Terms, the law or any third-party rights, or for any other reason, without notice or liability, at any time at our sole discretion. You acknowledge and agree that Marcel does not endorse, takes no responsibility for and assumes no liability for any Content.

    f. Share Responsibly. The Services may let you share Your Content, such as via social media, email or websites, so please think carefully about Your Content. We’re not responsible for what you share or make accessible to third parties via the Services.

    g. Your Sites Are Your Responsibility. Your sites and posts that you create through the Service (“Your Sites”) may have their own visitors, customers and users (“End Users”). You understand and agree that Your Sites and your End Users are your responsibility, and you’re solely responsible for compliance with any laws or regulations related to Your Sites and/or your End Users. We’re not liable for, and won’t provide you with any legal advice regarding, Your Sites or your End Users.

  6. Marcel Owns Marcel. Marcel reserves all of its intellectual property rights in the Services and in Content; using the Services does not give you any ownership or rights thereto (although you remain the owner of any intellectual property rights that you may have in Your Content, as explained above). Trademarks and logos used in connection with the Services are the trademarks of their respective owners. All Content (except for Your Content) and the Services, including the look and feel, design and organization of our Services and the compilation of all Content on our Services, are the copyrighted property of Marcel or its subsidiaries or affiliated companies and/or third-party licensors whether registered or unregistered and are protected by U.S. and international copyright laws, trademark laws and/ or other proprietary laws. Except as expressly authorized by Marcel in writing, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Services or Content (other than Your Content) and may only access the Services and such Content for your personal use. In the event that Content (other than Your Content) are downloaded to your computer or mobile phone, you do not obtain any ownership interest in such Content. You agree not to copy, upload, download or share Content unless you have the right to do so. All rights not expressly granted to you in this Agreement are reserved by us.
  7. Third Party Services and Sites. The Services are integrated with various third party services and applications (collectively, “Third Party Services”) that may make available to you their content and products. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We don't control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. Your security when using Third Party Services is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result (except where prohibited by applicable law).. The Services may contain links to third party sites. When you access third party sites, you do so at your own risk. We don’t control and aren’t liable for those sites and what those third parties do.
  8. Disclaimer and Limit of Liability

    a. No Warranty. TO THE EXTENT ALLOWED UNDER LAW, MARCEL AND ITS AFFILIATES (AND THOSE THAT MARCEL WORKS WITH TO PROVIDE THE SERVICES) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

    b. Exclusion of Liability. TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS MARCELHAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), MARCEL AND ITS AFFILIATES (AND THOSE THAT MARCEL WORKS WITH TO PROVIDE THE SERVICES AND RELATED SERVICES) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, CONTENT, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT). WE DON’T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO. IN COUNTRIES WHERE THE ABOVE TYPES OF EXCLUSIONS AREN’T ALLOWED, WE'RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN’T AFFECT CONSUMER RIGHTS THAT CAN'T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

    TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE LIABILITY OF MARCEL AND ITS AFFILIATES (AND THOSE THAT MARCEL WORKS WITH TO PROVIDE THE SERVICES) EXCEED US $50.THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MARCEL AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF MARCEL OR ITS AFFILIATES HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

    c. Release. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE, MARCEL, ITS PARENT, SUBSIDIARIES OR AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL RESPONSIBILITY, CLAIMS, ACTIONS, SUITS, PROCEDURES, COSTS, EXPENSES, DAMAGES AND LIABILITIES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR PARTICIPATION IN OR USE OF THE SERVICES. LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

    d. Indemnification. You (and also any third party for whom you operate an account or activity on the Service) agree to defend (at Marcel’s request), indemnify and hold Marcel and its officers, directors, employees, consultants, advisors, representatives and affiliated parties, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following: your breach of these Terms or applicable law, your Content, Your Sites and End Users, your access to or use of the Services or your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right. We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.

  9. Dispute Resolution. If you’re upset with us, let us know, and hopefully we can resolve your issue. But if we can’t, then these rules will govern any legal dispute involving our Services. To the extent permitted by law, You and Marcel agree that the laws of the State of New York, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Terms and/or the Services and that all claims and disputes can be litigated only in the federal or state courts in New York County, New York, USA, and you and Marcel each agree to personal jurisdiction in those courts. To the extent permitted by law, You and Marcel agree that any dispute or claim arising from or relating to the Terms shall be finally settled by final and binding arbitration, using the English language. Any arbitration under the Terms will take place on an individual basis - class arbitrations and class actions are not permitted. To the extent permitted by law, you agree that regardless of any law to the contrary, each claim you might have against us arising out of or related to these Terms or the Services must be filed within the applicable statute of limitations, or one (1) year after such claim arose, or else such claim will be permanently barred. You further understand that by agreeing to the Terms, to the extent permitted by law, you and Marcel are each waiving the right to trial by jury or to participate in a class action or class arbitration.
  10. Copyright Policy. Marcel respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, provide Marcel’s Millennium Copyright Act ("DMCA") designated agent the following written information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed upon; identification of the material that you believe to be infringing and description where the material that you claim is infringing is located on the Services; your address, telephone number, and email address: a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. If you provide us with a DMCA Notice, you agree that we may send a copy of it (including your name and contact information) to the provider of the disputed Content.

    Marcel’s for notice of claims of copyright infringement on the Services can be reached at support@marcelforart.com

    In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, of subscribers and account holders of the Services who are repeat infringers.

  11. Miscellaneous. We may assign our rights and obligations under these Terms. The Terms will inure to the benefit of our successors, assigns and licensees. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. A provision of these Terms may be waived only by a written instrument executed by us. The failure of Marcel at any time to require performance of any provision of these Terms will in no manner affect our right at a later time to enforce the same. A waiver by us of any breach of any provision of these Terms will not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms. The headings and captions in the Terms are for convenience of reference only and shall in no way modify, or affect the meaning or construction of, any of the terms or provisions hereof. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. You may contact us at support@marcelforart.com.