4. USING THIS WEBSITE AND
THE WEBSITE'S SERVICES
10. INTELLECTUAL PROPERTY
17. DISPUTE RESOLUTION
5. PASSWORD RESTRICTED
AREAS OF THIS WEBSITE
Welcome to Curator Engine and thank you for visiting. We hope you enjoy the experience!
READ THESE TERMS CAREFULLY BEFORE BROWSING THIS WEBSITE. USING THIS WEBSITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THIS WEBSITE IF YOU DO NOT ACCEPT THESE TERMS. THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH THE COMPANY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
This Website provides a platform for visual artists (each, an “Artist”) to list their original artwork (“Original Artwork”) or copies of Original Artwork (“Reproductions” and together with Original Artwork, “Artwork”) on the Website for the purpose of connecting with potential buyers or renters of Artwork (each, a “Client”). Artists list their Artwork on the Website by uploading images of their Artwork (“Images”) to the Website and using the Website to create tags to describe their Artwork for inclusion in Curator Engine’s searchable database. When uploading an Image to the Website, an Artist authorizes Curator Engine to connect the Artist with Clients for sale or rental of Artwork for a minimum amount specified by the Artist (the “Artist’s Minimum”). Curator Engine will work to sell or rent Artwork at a price equal to or higher than the Artist’s Minimum.
Clients wishing to buy or rent Artwork may contact Curator Engine’s curation team (the “Curator Team”) to schedule a consultation. After identifying the Client’s needs, the Curator Team may search the Website for Artwork meeting those needs. If Curator Engine locates a Client interested in purchasing or renting Artwork, Curator Engine will draft a proposal for the Client which will include Images and list the sales or rental price for each piece of Artwork (each, a “Proposal”).
Prior to submission of the Proposal to the Client, Curator Engine will forward Artist an engagement letter setting forth the details of the proposed purchase or rental in accordance with Curator Engine’s then-current Artist guidelines and policy available at [insert link] (the “Artist Policy”) and Curator Engine’s then-current Client guidelines and policy available at [insert link] (the “Client Policy”). The engagement letter will provide the sales or rental price of the Artwork, the Artist’s percentage of such sales or rental price and Curator Engine’s percentage of such sales or rental price. In no event will Curator Engine’s percentage exceed fifty percent (50%) of the sales or rental price for Original Artwork. For Reproductions, Curator Engine’s percentage of the sales or rental price is uncapped but will be set forth in the engagement letter which is subject to Artist’s review and acceptance. If Artist agrees with the terms and conditions set forth in the engagement letter, Artist will execute the engagement letter and Curator Engine will be authorized to proceed with the sale or rental of Artwork to Client as set forth in the engagement letter.
We may alter the Materials and Services we offer you and/or choose to modify, suspend or discontinue this Website at any time and without notifying you. We may also change, update, add or remove provisions (collectively, “modifications”) of these Terms from time to time. Because everyone benefits from clarity, we promise to inform you of any modifications to these Terms by posting them on this Website and, if you have registered with us, by describing the modifications to these Terms in an e-mail that we will send to the address that you provided during registration. To be sure we properly reach your e-mail inbox, we just ask that you let us know if your preferred e-mail address changes at any time after your registration.
If you object to any such modifications, your sole recourse will be to cease using this Website. Continued use of this Website following notice of any such modifications indicates you acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of this Website. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.
3. General Use.
We invite you to use this Website for individual, consumer purposes ("Permitted Purposes") – enjoy!
In these Terms we are granting you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials; your right to use the Materials is conditioned on your compliance with these Terms. You have no other rights in this Website or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of this Website or Materials in any manner. If you make copies of any of this Website while engaging in Permitted Purposes then we ask that you be sure to keep on the copies all of our copyright and other proprietary notices as they appear on this Website. Unfortunately, if you breach any of these Terms the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof).
Our Website is not intended for and may not be used by individuals under 13 years of age. By registering for an account on our Website, you promise that you are at least 18 years of age.
4. Using this Website and the Website’s Services.
We appreciate you visiting this Website and allow you to do just that – stop by and leisurely check it out without even registering with us!
However, in order to access certain password-restricted areas of this Website and other User Submissions (defined below)) and to use certain Services and Materials offered on and through this Website, you must successfully register an account with us. Creating and maintaining an account with Curator Engine is free and you may edit Images and your account information or delete your account as set forth in the Client Policy.
5. Password Restricted Areas of this Website.
If you want an account with us, you must submit the following information through the account registration page on this Website: a working e-mail address; first and last name; preferred username and password.
You may also provide additional, optional information so that we can provide you a more customized experience when using this Website –but, we will leave that decision with you. Once you submit the required registration information, we alone will determine whether or not to approve your proposed account. If approved, you will be sent an e-mail detailing how to complete your registration. For so long as you use the account, you agree to provide true, accurate, current, and complete information which can be accomplished by logging into your account and making relevant changes directly or contacting us using the below contact information and we can make the changes for you. And, if you forget your password – no worries as we will happily send a password update to your provided e-mail address.
You are responsible for complying with these Terms when you access this Website, whether directly or through any account that you may setup through or on this Website. Because it is your account, it is your job to obtain and maintain all equipment and services needed for access to and use of this Website as well as paying related charges. It is also your responsibility to maintain the confidentiality of your password(s), including any password of a third-party site that we may allow you to use to access this Website. Should you believe your password or security for this Website has been breached in any way, you must immediately notify us.
7. Proprietary Rights.
Curator Engine does not claim ownership rights in Images or Artwork. All Images and Artwork will remain the respective Artist’s property until sold.
"Curator Engine" is a trademark that belongs to us. Other trademarks, names and logos on this Website are the property of their respective owners. Unless otherwise specified in these Terms, all Materials, including the arrangement of them on this Website are our sole property, Copyright © 2016. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
8. Unauthorized Activities.
To be clear, we authorize your use of this Website only for Permitted Purposes. Any other use of this Website beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of this Website. This is because as between you and us, all rights in this Website remain our property.
Unauthorized use of this Website may result in violation of various United States and international copyright laws. Because we prefer keeping this relationship drama-free, we want to give you examples of things to avoid. So, unless you have written permission from us stating otherwise, you are not authorized to use this Website in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):
You agree to hire attorneys to defend us if you violate these Terms and that violation results in a problem for us. You also agree to pay any damages that we may end up having to pay as a result of your violation. You alone are responsible for any violation of these Terms by you. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.
Certain areas of this Website (e.g., blogs, chat rooms or customer ratings and review areas) may permit you to submit Images, feedback, information, data, text, software, messages, or other materials (each, a "User Submission"). You agree that you are solely responsible for all of your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary. Further, we do not guarantee that you will be able to edit or delete any User Submission you have submitted, other than Images and other account specific information as set forth in Section 4 above.
By submitting any User Submission, you are promising us that:
Notwithstanding anything to the contrary herein, Curator Engine may only use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display Images for the purposes of promoting, advertising, renting or selling your Artwork to Clients. By submitting a User Submission other than an Image (“Non-Image User Submission”), you grant to us an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to:
We may, but are not obligated to, pre-screen User Submissions or monitor any area of this Website through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions on or through this Website and may remove at any time or refuse any User Submissions for any reason. We are not responsible for any loss, theft, or damage of any kind to any User Submissions. Further, you agree that we may freely disclose your User Submission to any third party absent any obligation of confidence on the part of the recipient.
10. Intellectual Property Infringement.
We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing User Submissions that violate intellectual property rights of others, suspending access to this Website (or any portion thereof) to any user who uses this Website in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the this Website in violation of someone’s intellectual property rights.
Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright or other intellectual property right is being infringed by a user of this Website, please provide written notice to our Agent for notice of claims of infringement at ______________________:
To be sure the matter is handled immediately, your written notice must:
Unless the notice pertains to copyright or other intellectual property infringement, the agent will be unable to address the listed concern.
Submitting a DMCA Counter-Notification
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, you may provide our Agent with a written counter-notification that includes the following information:
Termination of Repeat Infringers
We reserve the right, in our sole discretion, to terminate the account or access of any user of this Website or Service who is the subject of repeated DMCA or other infringement notifications.
11. Disclaimer of Warranties.
THIS WEBSITE IS PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS WEBSITE IS WITH YOU.
WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THIS WEBSITE, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE WEBSITE IS FREE OF PROBLEMS. Without limiting the generality of the foregoing, we make no warranty that this Website will meet your requirements or that this Website will be uninterrupted, timely, secure, or error free or that defects in this Website will be corrected. We make no warranty as to the results that may be obtained from the use of this Website or as to the accuracy or reliability of any information obtained through this Website. No advice or information, whether oral or written, obtained by you through this Website or from us or our subsidiaries/other affiliated companies will create any warranty. We disclaim all equitable indemnities.
12. Limitation of Liability.
WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS WEBSITE. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE.
13. Local Laws; Export Control.
We control and operate this Website from our headquarters in the United States of America and the entirety of this Website may not be appropriate or available for use in other locations. If you use this Website outside the United States of America, you are solely responsible for following applicable local laws.
If you send or transmit any communications, comments, questions, suggestions, or related materials to us suggesting or recommending changes to the Website, whether by letter, e-mail, telephone, or otherwise (“Feedback”), all such Feedback is, and will be exclusively owned by us and will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
15. Electronic Communications.
By using the Website, you consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to this Website. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
16. Links to Other Websites.
Our Website may contain links to third party websites. These links are provided solely as a convenience to you. By linking to these websites, we do not create or have an affiliation with, or sponsor such third party websites. The inclusion of links within our Website does not constitute any endorsement, guarantee, warranty, or recommendation of such third party websites. Curator Engine has no control over the legal documents and privacy practices of third party websites; as such, you access any such third party websites at your own risk.
17. DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.
Please Read This Provision Carefully. It Affects Your Legal Rights.
This provision facilitates the prompt and efficient resolution of any dispute (with the exception of the enforceability of the Class Action Waiver clause below) that may arise between you and us. Effectively, then, “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.
This provision provides that all disputes between you and us will be resolved by binding arbitration because acceptance of these Terms constitutes a waiver of your right to litigation claims and all opportunity to be heard by a judge or jury. We prefer this because we believe arbitration is less drama-filled than litigation. To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees). You may, however, opt-out of this provision which means you would have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). YOU AND CURATOR ENGINE AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution
For all disputes, whether pursued in court or arbitration, you must first give us an opportunity to resolve the dispute which is first done by e-mailing us at [email protected] the following information: (1) your name, (2) your address, (3) a written description of your claim, and (4) a description of the specific relief you seek. If we do not resolve the dispute within 45 days after receiving your notification, than you may pursue your dispute in arbitration. You may pursue your dispute in a court only under the circumstances described below.
Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, you or we may choose to pursue a dispute in court and not by arbitration if: (a) the dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt-out of this provision by e-mailing us at [email protected] the following information: (1) your name; (2) your address; (3) a clear statement that you do not wish to resolve disputes with us through arbitration. Either way, we will not take any decision you make personally. In fact, we promise that your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with us. But, we do have to enforce the Opt-Out Deadline so keep in mind that any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or small claims court.
If this provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or we may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator. The arbitration will be commenced as an individual arbitration, and will in no event be commenced as a class arbitration. This provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration. Because this Website and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. You or we may initiate arbitration in either Maricopa County, Arizona or the federal judicial district that includes your billing address. In the event that you select the latter, we may transfer the arbitration to Maricopa County, Arizona so long as we agree to pay any additional fees or costs which the arbitrator determines you incur as a result of the transfer. So long as you place a request in writing prior to commencement of the arbitration, we will pay all arbitration fees and associated costs and expenses. But, you will still be responsible for all additional fees and costs that you incur in the arbitration which include but are not limited to attorneys’ fees or expert witnesses.
“Class Action Waiver”
Except as otherwise provided in this provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and Curator Engine specifically agree to do so following initiation of the arbitration. If you choose to pursue your dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of this Website can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
You understand and agree that by accepting this provision in these Terms, you and we are each waiving the right to a jury trial or a trial before a judge in a public court. If any clause within this provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire provision will be unenforceable and the dispute will be decided by a court. This provision will survive the termination of your account with us or our affiliates and your discontinued use of this Website. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any change to this provision (other than a change to the Notice Address), you may reject any such change and require us to adhere to the language in this provision if a dispute between us arises.
We think direct communication resolves most issues – if we feel that you are not complying with these Terms, we will tell you. We will even provide you with recommended necessary corrective action(s) because we value this relationship.
However, certain violations of these Terms, as determined by us, may require immediate termination of your access to this Website without prior notice to you. The Federal Arbitration Act, Arizona state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or this Website will be heard in the courts located in Maricopa County, Arizona. If any of these Terms are deemed inconsistent with applicable law, then such term(s) will be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, we are not waiving our rights. These Terms are the entire agreement between you and Curator Engine and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between you and Curator Engine about this Website. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions will survive any termination of these Terms.
19. Contact Us.
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at [email protected]
Last updated: January 1, 2016