Marcel for Art Terms of Use

LAST UPDATED AUGUST 13, 2018

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 or mobile application (the “Site”).

  1. Terms. By accessing and/or using the Site, 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 Site. 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 Site 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 Site. You must not use or exploit the Site 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 test 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 Site you must have access to the Internet and may be required to download a mobile application. You are solely responsible for providing your own access to the Site, including all fees associated with accessing the Site. The availability of all or part of our Site 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 Site. You agree that we will provide notices and messages to you, including in the following ways: through the Marcel Site 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 terminate, cancel, deactivate, disable, delete and/or suspend (i) any account, membership, any orders placed, your access to or use of the Site, your profile or any content, (ii) any feature of policy of the Site and/or (iii) access to the Site or any part thereof, in each case with or without notice and without liability to you or any third party.

  4. Prohibited Conduct. 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 Site or otherwise copy profiles, content and other data from the Site;

    3. Override any security feature or bypass or circumvent any access controls or use limits of the Site (such as caps on keyword searches or profile views);

    4. Copy, use, disclose or distribute any information obtained from the Site, 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 Site or any related technology;

    10. Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Site or related data or access to the same, without Marcel’s consent;

    11. Deep-link to our Site for any purpose other than to promote your profile on our Site, without our consent;

    12. Use bots or other automated methods to access the Site, add or download contacts, send or redirect messages;

    13. Monitor the Site’s availability, performance or functionality for any competitive purpose;

    14. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Site;

    15. Overlay or otherwise modify the Site or their appearance;

    16. Interfere with the operation of, or place an unreasonable load on, the Site (e.g., spam, denial of service attack, viruses, gaming algorithms); and/or

    17. Violate any additional terms concerning the Site.

  5. Content.

a. Your Content. You are solely responsible for your conduct and any artwork, data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, “Content”) that you submit, post or display on or via the Site. You represent and warrant that: (i) you own the Content posted by you on or through the Site or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of your Content on or through the Site does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Site; (iv) you waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your Content, or any portion thereof; and (v) you have the legal right and capacity to enter into these Terms in your jurisdiction. We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms. You acknowledge and agree that Marcel does not endorse and takes no responsibility and assumes no liability for any Content, including any actions taken by third parties with respect to your Content.

b. License Grant. You retain all your ownership rights in original aspects of your Content. By submitting, posting or uploading Content to Marcel, you hereby grant Marcel and its affiliates, sublicensees, partners, designees, and assignees of the Site (collectively, the “Marcel Licensees”) a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, and otherwise exploit your Content and derivatives thereof in connection with the Site and Marcel’s (and its successors’) business for any purpose.

c. Feedback. If you provide marcel with any comments, bug reports, feedback, or modifications proposed or suggested by you to the Site (“Feedback”), Marcel shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Site. You hereby grant Marcel a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose without notice to, consent by or compensation to you or any third party.

d. Infringing or Illegal Activity. In the event of infringing or other illegal activities, we have no obligation to, but reserve the right to terminate access to the Site and remove all content submitted by any persons who are found to be infringers. Any suspected illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Marcel may have at law or in equity.

  1. Ownership; Proprietary Rights. Marcel reserves all of its intellectual property rights in the Site and using the Site does not give you any ownership in our Site or the content or information made available through our Site. Trademarks and logos used in connection with the Site are the trademarks of their respective owners. Except for your User Submissions, all content, information, artwork and material (“Materials”) contained on the Site are the copyrighted property of Marcel or its subsidiaries or affiliated companies and/or third-party licensors whether registered or unregistered. Except as expressly authorized by Marcel, 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 Materials and may only access the Materials for your personal use. In the event that Materials are downloaded to your computer or mobile phone, you do not obtain any ownership interest in such Materials. All rights not expressly granted in this Agreement are reserved.

  2. 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 © 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 MARCEL HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), MARCEL AND ITS AFFILIATES (AND THOSE THAT MARCEL WORKS WITH TO PROVIDE THE SITE 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). 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.

SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.

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 SITE. 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 access to or use of the Site 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.

  1. 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 Site. 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 Site 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 Site 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.

  2. 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 the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms will in no manner affect such party’s right at a later time to enforce the same. A waiver 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. You may contact us at support@marcelforart.com.