Privacy and Terms

Published: September 30, 2015

INTRODUCTION
CoCo Gallery offers services to help its users find artists who will collaborate with them to produce a commissioned work of art. CoCo Gallery’s Privacy Policy ("Privacy Policy") is designed to provide a clear understanding of the information we collect, as well as how we use it to provide our services and give users a better experience. It applies to any users of www.cocogallery.net and any US affiliated websites, web pages, mobile applications and mobile websites operated by CoCo Gallery (the "Site"), including those who are seeking to find an artist through CoCo Gallery ("Clients") as well as those who are looking to find commission work through CoCo Gallery ("Artists"), and any users of any of the various services that CoCo Gallery provides through the Site or any other channels, including over the telephone ("Services"). For purposes of this Agreement, the terms "CoCo Gallery," "we," "us," and "our" refer to CoCo Gallery, LLC. "You" refers to you, as a visitor or user or the Site or the Services.

By using the Site and/or the Services, you consent to our collection, storage, use and disclosure of your personal information and other information as described in this Privacy Policy.

INFORMATION EXPLICITLY PROVIDED
Personal Information
For the purposes of this Privacy Policy, "Personal Information" is any information that identifies you personally and would enable someone to contact you directly or describes your relationship with CoCo Gallery. We collect and store Personal Information when you complete a form, ask a question, tell us your preferences, conduct a transaction or send us an email. We will use your Personal Information to complete transactions, respond to your requests, deliver the products and services you request, personalize the Site, and notify you of promotions, updates, news or special offers that we think may be of interest you.

User Generated Content
Any User Content you voluntarily disclose for other users to view on the Site is not Personal Information. It becomes publicly available information and can be read, collected, redistributed or used by any person for any purpose. We are not responsible for the personally identifiable or other information you choose to submit as User Content and we reserve the right to remove any User Content generated by any user at our sole discretion.

INFORMATION AUTOMATICALLY COLLECTED
Data Usage
We may collect data regarding your Internet browser and the IP address of your computer or other device you use to access the Site, which may be used to personalize our services for you as well as to generate aggregated, non-identifying information about the use of the Site. Our systems also automatically record certain information about how each visitor uses and interacts with the Site, such as but not limited to recording page views, time spent on pages, profile settings, search terms entered, bounce rate, referring website, and other information. We may use third party applications and services such as Google Analytics to help us analyze and process such data, in which case such data will be provided to such third parties in aggregated, non-identifying form.

Cookies
Cookies are small data files placed on your computer’s hard drive that allow us to keep a record of how and when you visit pages on the Site, or to keep you logged in so you don't have to re-enter your password each time you visit the Site. Most browsers have an option for customizing or disabling cookies. We recommend that you leave cookies activated, however, as our use of cookies is intended to customize and improve your experience on the Site.
If you do not want to have cookies placed on your computer, you can set your browser to refuse or remove cookies by following the instructions in your browser's "help" file. However, doing so will limit system performance, may not allow you to take advantage of certain features on our Site and even cause certain features of the Site to malfunction.

HOW WE USE YOUR INFORMATION
As noted above, we use the data we collect in order to provide you with the best web experience possible. We only use the information we collect in the manner described above this Privacy Policy and as follows.

• We may share your information with selected vendors and business partners with whom we work ("Service Providers"). These Service Providers provide functions on our behalf such as fulfillment, shipping, credit card processing, data and tracking analysis, customer service, market services, etc. in order to complete the transactions and offer you the best service our Site.

• We may use your personal and transactional information internally for our business purposes, including among other things, to offer our own, our affiliates' or third-party products and services that we think you may find of interest. We may use your email address to contact you to respond to your customer service inquiries. You can elect not to receive emails from by unsubscribing to our emails or by contacting us as indicated below.

• As noted above, we may provide aggregate statistics, which do not include Personal Information, about our customers, sales, traffic patterns and related Site information to reputable third party vendors. We sometimes use this aggregated data (such as what areas of our Site are visited most frequently, what services are most used, what products are most popular and how often our emails are opened etc.) for research and commercial purposes. This information helps us develop a better site that is more useful and accessible to you as well as offer better products and services to you but is never associated with any Personally identifiable information. If you choose to purchase products or services on the Site, you may have the option to provide certain financial information to pay for such products or services. This may include a credit card number and type, expiration date or other financial information. Please note that we do not store credit card information. Such information is stored by our third party payment processor, and the use and storage of such information will be subject to their Terms of Use and Privacy Policy. To process your transactions, we receive certain information from our payment processor, which includes a unique token we connect with your account that lets you make further purchases using the information stored by them. In certain cases, we may also receive the last four digits of the credit card associated with your token in order to prevent fraudulent transactions or other unauthorized activity.

We only reveal Personal Information to unaffiliated third parties if:
•   you request or authorize it;
•   the information is provided to help complete a transaction for you;
•   the information is provided to comply with the law, applicable regulations, court orders or subpoenas, to enforce our Terms of Use or other agreements, or to protect our rights, property or safety or the rights, property or safety of our users or others (e.g., to a consumer reporting agency for fraud protection etc.);
•   the disclosure is done as part of a purchase, transfer or sale of services or assets (e.g., in the event that substantially all of our assets are acquired by another party, customer information may be one of the transferred assets); or as stated in this privacy policy.

SECURITY
The security of your Personal Information is important to us. On our end, we limit employee access to sensitive Personal Information to a need-to-know basis, we do not store any clear text passwords, and we utilize strong encryption to protect your Personal Information online. That said, due to the possibility of hardware or software failure, unauthorized entry or use, and other factors, we can’t guarantee the absolute security of information on our systems.

THIRD PARTY WEBSITES
We may offer links to the websites of other companies but we are not responsible for the privacy practices of any third parties or the content of linked sites, nor are we responsible for how these other companies collect, use, disclose or secure the information you provide them. If you choose to access a third party website linked to or from our Site, you do so at your own risk. We do encourage you to read the applicable privacy policies and terms and conditions of such parties or web sites.

MODIFICATIONS
CoCo Gallery may amend or change this Privacy Policy from time to time at our sole discretion. We encourage you to check our Site frequently to see the current Privacy Policy and Terms of Use in effect and any changes that may have been made to them. If we make material changes to this Policy, we will post the revised Policy and the revised effective date here. Your continued use of the Site and provision of any Personal Information after any change in this Privacy Policy will constitute your acceptance of such Privacy Policy change.

CONTACTING US
If you have any questions or suggestions with respect to this policy, or if you wish to ask us to delete, correct, or show your information or original content at anytime, simply send us a message through our Contact form.

Published: December 15, 2015

INTRODUCTION
Thank you for visiting CoCo Gallery (the "Site",”we” “us” “our”). Your use of the Site, as a potential or existing client, or potential or existing artist in our network (“User”) indicates that you have read, understood and agree to these terms of use ("Terms"). If you do not agree to these Terms, you may not access or use the Site. We may modify the Terms from time to time without notice to you.

PRIVACY
You may be asked to provide certain information to us. Our use of any information you provide via the Site shall be governed by our Privacy Policy. We urge you to read our Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of such information.

USE OF THIS SITE
The Site is available to users 18 years and older, who are residents of the United States. You represent that you are a resident of the United States of America and that you are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. In consideration of your use of the Site, during registration and at all times you voluntarily enter information into your account; you agree to give truthful, accurate, current and complete information about yourself. We reserve the right to revoke your account, refuse service, remove or edit content it its sole discretion for any reason at any time including as a result of a violation of these Terms. Accounts are void where prohibited by law.
CoCo Gallery and its partners strive for complete accuracy in description and pricing of the products on the Site. However, due to the nature of the internet, occasional glitches, service interruptions or mistakes may cause inaccuracies to appear on the Site. You acknowledge that temporary interruptions in the availability of the Site may occur from time to time as normal events. Also, we may decide to cease making available the Site or any portion of the Site at any time and for any reason. Under no circumstances will CoCo Gallery be held liable for any damages due to such interruptions or lack of availability.

PROPRIETARY RIGHTS
As between you and CoCo Gallery (or other company whose marks appear on the Site), CoCoGallery is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the Content and/or information on the Site, unless otherwise indicated.

Except as otherwise provided herein, use of the Site does not grant you a license to any Content, features or materials you may access on the Site and you may not modify, rent, lease, loan, sell, distribute or create derivative works of such Content, features or materials, in whole or in part. Any commercial use of the Site is strictly prohibited, except as allowed herein or otherwise approved by us. You may not download or save a copy of any of the Content or screens for any purpose except as otherwise provided by CoCo Gallery. If you make use of the Site, other that as provided herein, in doing so you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any user of our trademarks, registered trademarks, service marks, other copyrightable material or any other intellectual property by including them on the Site.

The information on the Site including, without limitation, all site design, text, graphics, interfaces, and the selection and arrangements is protected by law including copyright law. Product names, logos, designs, titles, graphics, words or phrases may be protected under law as the trademarks, service marks or trade names of CoCo Gallery. Such trademarks, service marks and trade names may be registered in the United States and internationally. Without our prior written permission, you agree not to display or use our trademarks, service marks, trade names, other copyrightable material or any other intellectual property in any manner.

USER CONTENT
The Site may include features and services that allow you to post, exhibit, upload or otherwise provide images, information, artworks and other works of creative authorship, written texts, commentary, multi-media and other Content (collectively, “User Content”). Unless we have specifically requested or agreed otherwise with you in writing, we do not wish to receive any confidential or sensitive information from you, and any information contained in your User Content may be used in the ways described by our Privacy Policy. You are in the best position to know if the User Content you provide may be legally used in connection with the Site. Accordingly, before providing any User Content, please be sure the User Content will not violate or contribute to the violation of any third party rights or applicable laws. Please note that you remain the owner of any intellectual property rights you have in your User Content, but we require that you grant us the following rights in order to operate the Site.

If you post, exhibit or upload any User Content on the Site or otherwise provide any User Content to CoCo Gallery, as a member of our artist network (this does not include the content you upload or transmit to apply for an invitation to join our network), you:

•   grant us a non-exclusive, royalty-free, sub-licensable through multiple tiers, perpetual, irrevocable, worldwide right and license to use, reproduce, distribute, modify, translate, create derivative works from, publish, publicly perform and publicly display such User Content and any names, likenesses or trademarks depicted in such User Content, in any media now known or later developed, only for the purposes of developing, promoting and providing the Site;
•   you represent and warrant that you have all necessary rights to grant us this license and that such User Content does not and will not violate or contribute to the violation of any third party rights, including but not limited to any copyrights, moral rights, trademark rights, privacy rights or publicity rights; and
•   you agree to waive any claims against CoCo Gallery arising from the use of such User Content by us or any third party and based on any copyrights, moral rights, trademark rights, privacy rights or publicity rights you may have in connection with such User Content.

AVAILABILITY POLICY FOR ARTISTS
As a member of our artist network, you agree to be contacted by CoCo Gallery about potential commissions. You agree to consent to be considered for a commission request only if i) you believe yourself to be a good fit for and can complete the commission in the suggested time frame ii) are willing to work with CoCo Gallery and Client to determine project specifications; and iii) abide by the contractual terms between you and Client and you and Coco Gallery, iv) you must be available to accept that commission request for up to two weeks from the time you were contacted for potential fulfillment of that request.

NON-CIRCUMVENTION
You acknowledge and agree that for 36 months from the time you identify or are identified by any party through the Site, you must use the Site as your exclusive method to request, make, and receive all payments for any services directly or indirectly provided to or received from that party or arising out of your relationship with that party.

SALES TAX

CoCo Gallery files sales tax for all purchases made in the state of New Jersey, where the company has a physical presence. In all cases, the CoCo Gallery will provide artists with a resale certificate to exempt them from filing sales tax themselves. However, we recommend that artists understand and abide by the sales tax codes in their own state, as laws may differ from state to state.

RESTRICTIONS
The Site may be used only for lawful purposes by individuals using authorized services of CoCo Gallery. You are responsible for your own communications, including the upload and transmission of information, and are responsible for the consequences of their posting on or through the Site. CoCo Gallery specifically prohibits any use of the Site, and requires all users to agree not to use the Site, for any of the following:

•   Uploading or transmitting any information which is incomplete, false, inaccurate or not your own;
•   Using the Site or the Services in connection with the distribution of unsolicited commercial email ("spam") or advertisements, and you will not "stalk" or harass any other User of the Site and the Services, or collect or store any personally identifiable information about any other User other than for purposes of transacting as a client or an artist. Attempt to Copy or Resell the Services:
•   Trying to reproduce the Site or otherwise try to exploit any part of, use of, or access to the Services.
•   Impersonating another person;
•   Constituting or encouraging conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation or which fails to comply with accepted Internet protocol;
•   Uploading or transmitting material that is copyrighted or otherwise owned by a third party unless you are the copyright owner or have the permission of the owner to post it;
•   Uploading or transmitting material that reveals trade secrets, unless you own them or have the permission of the owner;
•   Uploading or transmitting material that infringes on any other intellectual property, privacy or publicity right of another;
•   Transmitting or transferring (by any means) information or software derived from the site to foreign countries or certain foreign nations in violation of US export control laws;
•   Attempting to interfere in any way with the Site's or CoCo Gallery’s networks or network security, or attempting to use the Site's service to gain unauthorized access to any other computer system.
•   Abusing the Invite a friend benefit in any way, including but not limited to, inviting yourself multiple times and under different aliases and/or under different email addresses
•   Abusing special discounts, awards or incentives offered by CoCo Gallery. Unless otherwise specified, only one offer is value per person, maximum two per household.

TERMINATION
We reserve the right, for any reason, in our sole discretion and without notice to you, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, information, products, data, text, music, sound, photographs, graphics, video, messages or other materials ("Content"), features and/or hours of availability, and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Site or restrict your access to part, or all, of the Site without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion.

COPYRIGHT INFRINGEMENT
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following written information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed upon; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and e-mail address; (v) 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; and (vi) 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 become aware that material appears on this site in violation of a copyright please notify us through our Contact form.

PURCHASING
We use Paypal as our third party service provider for payment services such as credit card acceptance and merchant settlement. By using any of these payment services in connection with the Site, you agree to be bound by Paypal’s Terms of Use and Privacy Policy and you consent and authorize us to delegate the authorizations and share the information you provide to us with Paypal to the extent required to provide payment services to you.

INTERNATIONAL USE
We control and operate the Site from our offices in the United States of America, and all information is processed within the United States. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

You agree to comply with all applicable laws, rules and regulations in connection with your use of the Site. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

By providing any personal information to the Site, all users, including without limitation users in the European Union, fully understand and unambiguously consent to the collection and processing of such information in the United States.

THIRD PARTY WEBSITES
The Site may include links to other websites (such as Twitter, Facebook, Pinterest, and Tumblr) that we do not own or control and features that allow you to use third party social media services. Your use of third party websites or services is exclusively at your own risk and may be subject to the policies of those websites or services. Links to and from the Site do not mean that we endorse or are associated with any third party website or service or any Content accessible on any other website or service. We are not liable or responsible for any claim, loss or damage arising from your use of any third party website or service accessed in connection with the Site.

We are not responsible for monitoring any communications or Content on the Site and we are not involved in user-to-user interactions. We cannot always identify every user and cannot guarantee that any user is who they claim to be. It is your responsibility to be careful when interacting with other users and you acknowledge that despite the restrictions in this Agreement, others may use the Site in a way that is deceptive, fraudulent, harmful, offensive or illegal. We make no representation or warranty with regard to the conduct or Content of any third party using the Site.

You agree to release CoCo Gallery and our officers, directors, agents and employees from any claims, demands, disputes or liabilities, of any kind or nature, arising in any way from the use of the Site by any other CoCo Gallery user or third party, including but not limited to any claim arising from any interaction or transaction between you and any other CoCo Gallery user.

INDEMNITY
You agree to defend, indemnify and hold CoCo Gallery, its directors, officers, employees, agents, vendors, partners, contractors, galleries, artists, institutions, distributers, representatives and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees, in any way arising from, related to or in connection with your use of the Site, your violation of any law, your violation of the Terms or the posting or transmission of any User Content, or materials on or through the Site by you, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right. You agree to cooperate as fully as reasonably required in the defense of any claim. Your indemnification obligation will survive the termination of these Terms and your use of the Site.

DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT: THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTION, MATERIALS AND SERVICES IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SITE OR THE FUNCTION, CONTENT OR SERVICES MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. VANGO MAKES NO WARRANTY THAT THE SITE WILL MEET USERS' EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

COCO GALLERY DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON OR THROUGH THE SITE. VANGO IS NOT A PARTY TO, AND DOES NOT MONITOR, ANY TRANSACTION BETWEEN USERS AND THIRD PARTIES WITHOUT THE DIRECT INVOLVEMENT OF COMPANY.

LIMITATION OF LIABILITY
IN NO EVENT SHALL COCO GALLERY, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUBSIDIARIES, DIVISIONS, SUCCESSORS, SUPPLIERS, DISTRIBUTORS, AFFILIATES VENDORS, CONTRACTORS, GALLERIES, ARTISTS, INSTITUTIONS, REPRESENTATIVES OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTION RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF COMPANY OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF VANGO TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, $100.00. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL COCO GALLERY OR ITS RESPECTIVE OFFICERS DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF COCO GALLERY.

LEGAL JURISDICTION
You agree that the laws of the state of New Jersey, excluding its conflicts-of-law rules, shall govern these Terms. Please note that your use of the Site may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for resolving any claim or dispute with CoCo Gallery relating in any way to your use of the Site resides in the state and federal courts of New Jersey, and you further agree and expressly consent to the exercise of personal jurisdiction in the state and federal courts of New Jersey. In addition, you expressly waive any right to a jury trial in any legal proceeding against New Jersey its parent, subsidiaries, divisions, or affiliates or their respective officers, directors, employees, agents, or successors under or related to these Terms. Any claim or cause of action you have with respect to use of the Site must be commenced within one (1) year after the claim arises.

GENERAL
The Terms constitute the entire agreement between you and CoCo Gallery and govern your use of the Site, superseding any prior agreements between you and CoCo Gallery. You also may be subject to additional terms and conditions that are applicable to certain parts of the Site. The provisions contained herein supersede all previous notices or statements regarding our Terms with respect to this Site. You agree that no joint venture, partnership, employment, or agency relationship exists between CoCo Gallery and you as a result of this Agreement or your use of the Site.

You may not assign the Terms or any of your rights or obligations under the Terms without our express written consent. Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

Any claim or cause of action you may have with respect to CoCo Gallery must be commenced within one (1) year after the claim or cause of action arose. The Terms inure to the benefit of CoCo Gallery's successors, assigns and licensees. The section titles in the Terms are for convenience only and have no legal or contractual effect.

CONTACTING US
To contact us with any questions or concerns in connection with this Agreement or the Site, or to provide any notice under this Agreement to us please write to us through our Contact form.

Commission terms

Published March 22, 2018

INTRODUCTION

Commission agreements are entered into by the following parties and with the following definition of terms:

“Patron”: client requesting the commission

“Partner”: interior designer requesting the commission

“Company”: CoCo Gallery LLC

“Artist”: CoCo Gallery Artist who has been requested to complete the commission

“Work”: Original and custom work of art that Artist agrees to create for Patron or Partner

“Project Scoping Document”: Contract that will stipulate details of each commission

“Purchase Price”: Retail value of Work

“Shipping Date”: Date by which Work must be complete and ready to ship

RECITALS

WHEREAS, the Company desires to act as the excusive broker between the Patron and the Artist for the purpose of commissioning the Work.

WHEREAS, the Artist desires to create the Work for the Patron or Partner.

WHEREAS, the Patron or Partner desires to commission the Work from the Artist for their client;

WHEREAS, the Artist and the Patron set forth the specifications for the Work on the Project Scoping Document, and is incorporated into this Agreement as though set forth fully herein.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement agree to the following terms and conditions:

1. DESCRIPTION OF SERVICES. The Company will act as the exclusive broker between the Patron and the Artist for the purpose of commissioning the Work. By signing this Agreement, the Patron acknowledges that he/she is utilizing a service provided by the Company to select an Artist to commission an original work.

2. PAYMENT. The Patron shall remit payment of the Purchase Price to the Company, after applying any promotional discounts, upn signing the Project Scoping Document. The Partner shall remit payment of the Purchase Price to the Company, after applying 15% trade discount, upon signing the Project Scoping Document.

The parties will agree to an initial checkpoint, as noted in the Project Scoping Document, whereby the Patron and/or Partner will have the opportunity to suggest feedback to the Artist. If, at any time prior to the approval of the checkpoint image, the Patron or Partner elects to cancel the commission of this Work, and the Artist is not in default of a non-negotiable term set forth in the Project Scoping Document such that one of the Remedies set forth in Paragraph 4 is available to the Patron or Partner, the Deposit shall be forfeited by the Patron or Partner. If, at any time after the approval of the initial checkpoint image, the Patron or Partner elects to cancel the commission of this Work, and the Artist is not in default of a non-negotiable term set forth in the Project Scoping Document, the Patron or Partner is responsible for paying the remainder of the price.

The Artist will receive 70% of the Purchase Price in two installments by check from the Company. The first will be sent after the initial checkpoint image has been approved by the Patron or Partner. The second will be sent after the Artist has sent a final image to the Company and/or Patron or Partner, confirmed non-negotiable aspects of the commission (as stated in the Project Scoping Document) with the Company, and sent tracking information for shipping of the Work.

The Artist must bundle shipping fees or estimate them separately in the Project Scoping Document. If they are estimated separately, the Patron or Partner will be responsible for them, and the shipping fee will be paid to the Artist by the Company in the second installment check.

3. Completion of the Project. The Artist agrees to complete the project and ship the Work to the Patron or Partner by the Shipping Date. If, as a result of feedback or changes requested by the Patron or Partner, the Artist needs additional time to complete the project, the Patron or Partner may grant a reasonable amount of time, negotiated among the Company, Artist, and Patron or Partner, for the Artist to complete the project (the “Extension Period”).

In order to ensure on-time shipping and timely check-ins, the Artist agrees to respond to any e-mail from the Company within 24-48 hours after the Company sends the e-mail, until the delivery of the Work. The Patron or Partner agrees to respond to any email from the Company or Artist within 48 hours in order to hold the Artist to the agreed Shipping Date.

4. REMEDIES. Should the Artist fail to ship the Work within one week of the Shipping Date, or if an Extension Period is agreed to among all three parties, one week of the expiration of the Extension Period, the Patron or Partner shall receive a 25% discount off the Purchase Price.

Where the Patron or Partner and Artist have agreed in the Project Scoping Document to a non-negotiable term, provision or condition (i.e., a non-negotiable Shipping Date), should the Artist fail to perform that provision, term or condition, the Patron or Partner has the option to either (1) terminate this Agreement and receive a full refund of the price; or (2) keep the Work and receive a 25% discount off the price.

Should the Artist fail to ship the Work within one month of the Shipping Date, or, if an Extension Period is agreed to among all three parties, one month from the expiration of the Extension Period, the Patron or Partner has the option to terminate this Agreement and receive a full refund of the price.

If, as a result of one of the above enumerated deficiencies, the Patron or Partner elects to terminate this Agreement and receive a full refund of the price, the Company is not liable for that portion of the price that has already been paid to the Artist and must seek recuperation directly from the Artist.

5. ARTIST AS INDEPENDENT CONTRACTOR. The Parties intend that this Agreement creates an independent contractor relationship. The Artist performing under this contract is not an employee, subcontractor, or agent of the Company or the patron. The Artist will not hold him/herself out as nor claim to be an officer or employee of the Company or the Patron or Partner. Nor will the Artist make any claim of right, privilege, or benefit which would accrue to an employee under law.

The Artist shall create all artwork commissioned through the Company at a location determined by the Artist.

The Artist is responsible for payment of all costs related to the creation of the Work, including but not limited to subcontractors, required materials, supplies, equipment, labor of assistants, insurance, communications, studio space, travel, lodging, sustenance, transportation, storage and rentals.

6. COPYRIGHT AND REPRODUCTION RIGHTS. The Artist shall retain all rights under copyright law to which the Work, preliminary studies, drawings, specifications, and models may be subject. The Artist represents and agrees that the Artist is the sole creator of the Work and that the Work has not been previously displayed in whole or in part, and that nothing in the Work shall infringe copyright, violate any rights to privacy or publicity, or otherwise violate applicable law.

The Artist shall also retain all reproduction rights to the Work. The Patron or Partner may not reproduce the Work without the prior approval of the Artist, as noted in the Project Scoping Document.

The Artist grants to the Company and it assigns an irrevocable license to make and use images and photographs of the Work for promotional materials, including, but not limited to, display on the Company’s website and inclusion in a visual chronicle of completed projects facilitated by the Company. The Artist agrees that these rights shall be royalty-free, unrestricted, non-exclusive, and permanent. Images of the Work may include but are not limited to any artwork proposals, preliminary studies, initial sketches, images of models of the Work, and/or images of the Work during fabrication. The Company shall not identify or represent reproductions of any artwork proposal, preliminary studies, Sketches, or models of the Work as finished Works.

7. NON-CIRCUMVENTION. By signing this Agreement, the Patron agrees that they will not contract for the commission or provision of any work of art with the Artist for 36 months from the date noted in the Project Scoping Document without the involvement of the Company. The Partner agrees that they will not contract for the commission or provision of any work of art with the Artist without the involvement of the Company hereafter. Neither party will contact any of the artists introduced in the initial portfolio sent by the Company without involvement of the Company.

8. NONASSIGNABILITY. Neither this Agreement, nor any claim arising from this Agreement, shall be transferred or assigned by either party without prior written consent of the other party.

9. RISK OF LOSS. The responsibility for and risk of damage to or loss of the Work during fabrication and through delivery shall be solely that of the Artist. The Artist shall take such measures as are reasonably necessary to protect the Work from loss or damage during the creation, storage, transportation and delivery of the Work.

Upon satisfactory delivery of the Work, the responsibility for and risk of damage to or loss of the Work shall no longer be the responsibility of the Artist, and shall shift to the Patron.

10. WARRANTY OF TITLE. The Artist warrants and represents that, upon shipment of the Work and final payment to the Artist by Company, the Patron shall acquire good title to the Work, and that the Work shall be free from any and all claims, licenses, and charges by any other person or entity, including but not limited to any employee, supplier, or subcontractor of the Artist.

11. WAIVER. Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of the Agreement unless stated to be such in writing signed by the waiving party.

12. SEVERABILITY. The provisions of this Agreement are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Agreement.

13. AMENDMENT. This Agreement may be amended by mutual agreement of the Parties. Such amendments shall not be binding unless they are in writing and signed by each of the parties.

14. ENTIRE AGREEMENT. This Agreement, including referenced attachments and addenda, represents all the terms and conditions agreed upon by the Parties. No other statements or representations, written or oral, shall be deemed a part hereof.