Local Easel Gallery Terms and Conditions of Use

Local Easel, LLC, a Colorado limited liability company (herein referred to as the “Company,” “LocalEasel” “we” or “us”), provides a local artist, artwork and art gallery search engine (the “Services”) through its website at www.localeasel.com (the “Site”). If you are an authorized representative of an art gallery and a registered user of the Site, you have the option of claiming your art gallery in order to create a gallery page that displays images of artwork available at your gallery and to enhance the search results for your gallery on the Site. If you desire to claim yourself as an authorized representative on the Site (claimed and verified gallery representatives are referred to as “Representative” and the art gallery is referred to as “Gallery”), you must agree to these Gallery terms and conditions of use (the “Terms”) by clicking “Accept” to acknowledge your acceptance of these Terms.

Local Easel Services and Registration

You must be a LocalEasel registered user before you can claim yourself as an authorized representative of a Gallery on the Site. In order to claim yourself as an authorized representative you must submit your claim request to LocalEasel through the Site and provide your first and last name, Gallery name, full legal entity name for the Gallery, type of entity and state of incorporation, email address, phone number, physical address of the Gallery, mailing address and website, social media page and/or blog address for the Gallery. You must be at least 18 years old to claim yourself as an authorized representative of a Gallery on the Site. Once you have submitted your claim, a representative of LocalEasel may contact you directly for further information before allowing your claim. You shall not create a user account on behalf of any other person or entity. Each Gallery may only have one account. In the event that the Representative for your Gallery changes, please contact LocalEasel at localeasel to transfer the

Gallery account to a new Representative.

We take commercially reasonable steps to ensure that Gallery claims are verified before allowing the claim. However, if you believe that another person or entity has wrongfully, falsely or fraudulently made a claim to your identity as a Representative or to your Gallery, please contact us at localeasel.

The Company reserves the right, in its sole and exclusive discretion, at any time and from time to time to modify, suspend or terminate any or all of the Services without liability of any kind. Such right includes the right to terminate any Representative’s or Gallery’s rights to use the Site or the Services, any Gallery’s rights as provided herein and to terminate your user account and/or your Representative status in the event of user misconduct or threats or allegations thereof, excessive Site or Services traffic which prevents the normal use of and access to the Site or the Services by others, or any violations of these Terms, as determined by the Company in its sole and exclusive discretion.

Gallery Options

Enhanced Gallery Presence

LocalEasel’s search engine searches for and displays when available art gallery names, address, phone number, location and hours of operation. By opting in to have an enhanced Gallery presence on the Site, the Gallery will have its own Gallery page on the Site that is separate from a registered user profile page, the artwork represented by the Gallery may be displayed on the Gallery page and on the Site home page for the Gallery’s local area, a photograph of the Gallery will be displayed on the Gallery’s profile page, and the Gallery’s designated official website will be the preferred website for locating images of artwork for the Gallery. Additionally, the Representative will have control over which images from the Gallery’s Designated Websites (as defined below) are displayed on the Gallery’s page on the Site. In order for the Company to provide an enhanced Gallery presence on the Site, the Gallery and Representative hereby agrees to the following terms.

In order for the Company to be able to provide the Site and show artwork represented by the Gallery on the Site, Gallery hereby grants the Company permission to publicly display images of the artwork identified as represented by the Gallery and any other content submitted to the Site by the Representative on the Site. The Representative shall designate those websites that shall be considered a preferred source for images of the Gallery’s represented artwork (the “Designated Websites”).

The Representative on behalf of the Gallery and the Gallery hereby represent and warrant to the Company that (a) the Gallery is the valid copyright owner of the works selected by the Representative to be displayed on the Gallery page or that the Gallery is a licensee of the copyrights in the artwork selected to be displayed on the Gallery page and that the Gallery is authorized to and within the scope of such license to grant the rights granted to the Company herein (b) the Gallery has all rights, title and interests necessary to grant to the Company the rights granted under these Terms, (c) the granting of such rights to the Company and the Company’s exercise of such rights do not infringe the rights of any third parties, and (d) the grant of rights to the Company under these Terms is not in violation of the terms of any other contract, license or agreement with a third party. The Representative on behalf of the Gallery and the Gallery further represent and warrant that the Gallery is the owner of all rights, title and interests in and to the Designated Websites, including any and all content thereon.

Representative hereby represents and warrants that he or she (a) is authorized to act on behalf of the Gallery including to enter into these Terms on behalf of the Gallery, and (b) has fully read these Terms and has the has the requisite knowledge of the Gallery’s rights and agreements with its artists and is versed in copyright law to understand and consent to the Gallery’s grant of rights herein.

Gallery hereby grants the Company permission to use and reproduce the Gallery’s name in order to identify the Gallery on the Site.

As a registered user you have the ability to share links to your favorite artists and artwork. Your registered user profile page and visual collection are separate from your Gallery page on the Site. Gallery pages are not private and can be viewed by everyone on your local version of the Site. Your Gallery name, location, street address, phone number, and hours of operation, if available, are displayed on the Gallery page and available to everyone. You shall only share links to images and identify artwork on your Gallery page that is artwork you currently represent in your Gallery. You may not share links to other artist’s work on your Gallery page.

User Conduct and Obligations

The Site is intended to be used as a search engine for finding local artists, artwork and art galleries and for sharing artwork, artist and art gallery information with other users in your local area. Your Gallery page is a place for you to display and share the artwork represented by your Gallery with other users in your local area. You agree to use the Site and Services only for lawful purposes and agree to follow all applicable laws and regulations of the United States and any state in which you reside that are in effect and that may be in effect in the future when using this Site. Furthermore, you agree to the following:

You may report violations of these Terms by contacting the Company at localeasel

Relationships with Third Parties

You acknowledge and agree that your dealings with any third parties, including any social networking sites, artists, users or other art galleries found on, or accessed through this Site, and any of their products or services, are solely between you and such third parties. The Company shall not be liable for any loss or damage resulting from such dealings. Many of the images generated by our search results are not actually on the Site, but are available on a third party website. Our search results provide you a preview of the image and a link to direct you to the original source of the image. Your activities on third party websites are governed by the terms and privacy policies of that website and not by these Terms.

Offensive Content

The Company acknowledges that there are many different forms of artistic expression and that some visual artwork may be considered offensive to certain individuals. While the Company does not desire to censor the artwork that may be searched through the Site’s search engine, the Site is not intended for searching or sharing material which may be considered pornographic. You may submit requests to the Company requesting removal of images from the Site’s search results, home page or visual collections if you believe the image is pornographic. You must submit the following information along with your request for the request to be considered:

Notices should be sent to: Local Easel, LLC
710 Colorado St. Fort Collins, CO 80534
720-277-6098
localeasel

Copyright Violations

It is the policy of the Company to terminate the account of any registered user, including Representative and/or Gallery accounts, who repeatedly infringes the copyrights of others and to expeditiously remove or disable access to the alleged infringing material if the Company is given proper notice of the infringement or infringing conduct by the copyright owner. If you believe any materials on the Site (e.g., content, images, text, etc.) infringe your copyright, you may request removal of those materials from our Site by contacting our designated copyright agent (identified below) and providing the following information:

Copyright Notices should be sent to:

Copyright Agent Local Easel, LLC
710 Colorado St. Fort Collins, CO 80534
720-277-6098
localeasel

Disclaimer of Warranties and Limitation of Liability

THIS SITE AND THE SERVICES ARE PROVIDED BY THE COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR OWN SOLE AND EXCLUSIVE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTEIS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, THE SEARCH RESULTS OR LINKS TO THIRD PARTY SITES GENERATED BY THE SEARCH RESULTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS AND THE USER HEREBY EXPRESSLY WAIVES ANY CLAIMS RELATED TO THE SAME. THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR THE SERVICES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OF THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Indemnification

Representative, for itself and on behalf of the Gallery, and the Gallery hereby agree to indemnify and hold the Company and its parent company, affiliates, business partners, officers, managers, members, employees, representatives and agents harmless from any loss, liability, claim, demand, damage, or expense (including actual legal fees) asserted by any third party relating in any way to the Representative’s or the Gallery’s use of this Site or the Services, the licenses and rights granted by the Gallery to the Company herein, or the Gallery or Representative’s breach of any of these Terms. The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations. This indemnity obligation survives the term of any Services or the termination or amendment of these Terms.

Additional Provisions

These Terms are in addition to the terms of use you agreed to when you registered as a user of the Site. These Terms shall control in the event of any conflicts between these Terms and the terms you agreed to when registering with the Site. The Company reserves the right to amend, modify or revise these Terms at any time; such amendments will become effective upon the Company using commercially reasonable means to attempt to give notice to you via the email address you provide to the Company that the Terms have changed and providing a link to or a copy of the revised Terms. You are encouraged to review these Terms from time to time. By your continued use of the Site or the Services you accept and agree to be bound by the revised Terms as posted on the Site at the time of your use. If you do not agree with any change made to these Terms you may terminate your Gallery account which will delete your Gallery page on the Site and terminate your access to the Gallery options. General public information about your Gallery including the name, location, street address, phone number and hours of operation may still be provided and available on the Site through the Services when you terminate your Gallery account. You may terminate these Terms by terminating your Artist account; provided however that the following provisions shall survive termination Disclaimer of Warranties and Limitation of Liability, Indemnification, and these Additional Provisions. Termination of these Terms does not terminate or affect your registered user account or profile page or your obligations to comply with the registered user terms and conditions of use. The Company may immediately terminate these Terms and any Services and may block user’s access to his/her account without notice in the event a user violates these Terms as determined by the Company. The Company may terminate these Terms and the Services for its convenience with 30 days' prior notice to any active user.

Representative, for itself and on behalf of the Gallery, and the Gallery expressly agree and personally submit to binding arbitration, to adjudicate and resolve any dispute with the Company, its affiliates, subsidiaries, employees, contractors, officers, members, managers, telecommunication providers and content providers or in any other way relating to the Site or the Services. Any arbitration claims shall be submitted to binding arbitration before the Judicial Arbiter Group, Inc. (“JAG”), or a similar successor entity, located in Denver, Colorado. The parties shall mutually agree to an arbitrator within 10 business days of submission of a claim for arbitration with JAG. If the parties cannot agree to an arbitrator within such time, JAG shall appoint an arbitrator. The initial filing fees shall be paid by the party filing the claim for arbitration. Thereafter, the costs of the arbitration shall be shared equally by the parties, and each party shall be responsible for his or her own attorney fees and costs. REPRESENTATIVE AND GALLERY BOTH HEREBY IRREVOCABLY WAIVE THEIR RIGHTS TO A JURY TRIAL OR TO CLAIM THAT THE STATE OF COLORADO IS AN INCONVENIENT FORUM TO HEAR CLAIMS AND DISPUTES. The Company makes no claims that information on the Site or provided through the Services is appropriate or may be downloaded outside of the United States. If users access the Site or use the Services from outside of the United States, the user does so at the user’s own risk and shall be responsible for compliance with the laws of the user’s jurisdiction regarding online conduct and acceptable content. Personal information that is submitted to this Site will be collected, processed, stored, disclosed and disposed of in accordance with our Privacy Policy. If a user is a non-U.S. user, such user acknowledges and agrees that the Company may collect and use his/her personal information and disclose it to other entities outside the user’s resident jurisdiction. In addition, such personal information may be stored on servers located outside the user’s resident jurisdiction. U.S. law may not provide the degree of protection for personal information that is available in other countries. By providing us with the user’s personal information, such user acknowledges and consents to the transfer of such personal information outside of the user’s resident jurisdiction as detailed in our Privacy Policy. If the user does not consent to such transfer, he/she shall not use this Site or the Services. These Terms are governed by the substantive laws of the State of Colorado, without respect to its conflict of laws principles. If any provision of these Terms is found to be invalid by an arbitrator the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. If any provision herein is or should become inconsistent with any present or future law, rule or regulation of any sovereign government or regulatory body having jurisdiction over the subject matter of these Terms, such provision shall be deemed to be rescinded or modified in accordance with such law, rule or regulation. In all other respects, these Terms shall continue to remain in full force and effect.

Questions about these Terms should be directed to localeasel.

Effective as of December 10, 2011. Last updated December 10, 2011.