Gallery terms and conditions - Artland Magazine

Gallery Contract
Terms and Conditions
Version 1.1

Definitions
“Artland Content” shall mean any and all code, pictures, text, manuals, links, content, graphic, designs, logos, pricing, financial information, user information, gallery information, partner information, articles, terms, internal communication, any information marked “confidential” and similar that belongs to Artland AND/OR is on Artland.com or another site/app controlled by Artland AND/OR is distributed in electronically or physically by Artland AND/OR has become public due to hacking or any other criminal action.
“Intellectual Property Rights” shall mean any and all intellectual property rights of ownership, whether registered or not, including but not limited to copyright, in relation to the services, design rights, ideas, concepts, inventions, trade secrets, patents, coding, trade rights, logos, pictures and similar. This Includes, but not restricted to, any and/or all rights, titles and interests, under the laws of any country, in patents and applications for patents and any other government-issued indicia of invention ownership; all rights, titles and interests in all trade secret rights arising under the laws of any country; all rights of copyright and all other literary property and author rights (including moral rights) whether or not copyrightable, under the laws of any country, and all right, title and interest in all copyright registrations or applications for copyright registration; all rights, titles and interests in all technical data, whether or not protectable by patent, copyright or trade secret laws.
“Artland” shall mean Artland Company and all entities controlling Artland Company, controlled by Artland Company and associated/sister entities to Artland Company. The term “Artland” will be referring to the relevant entity, entities or entire group, whatever is relevant, also referred to as “Artland Group”.
“Artland Company” shall mean Artland ApS, Bulowsvej 28C, 1. tv., 1870 Frederiksberg C, Denmark, CVR. 37 85 94 27 (Company ID), official e-mail: gallery@artland.com.
“The Gallery” shall mean the legal entity, company or person, that have entered into the Gallery Contract, and has been accepted by Artland Company.

General
Artland Company and The Gallery accepts the terms as stated in this Gallery Contracts Term and Conditions, and confirms that, any and all, changes to the Gallery Contracts Term and Conditions has to be done in writing and signed by both Parties to be valid.
Artland Company and The Gallery agrees on they individually can be referred to as the “Party” or collectively as “The Parties”.
The Parties agree on that communication between the official e-mail addresses submitted under the Gallery Contract shall be valid communication.

General Terms and Conditions for Gallery Contracts
The Agreement
Artland is a platform that connects art lovers worldwide. Users of Artland have the option of joining the Artland community and creating a member account to connect art collectors, art lovers, galleries, and artists from all over the world in a global art community. The platform, and Artland, will be offering related

Services and Products
The Gallery is a company with a selection of artworks of for different artists. The Company desires to engage Artland to provide certain services and use their expertise, and Artland is willing to provide such services to The Gallery.
The Agreement shall enter into force when it is signed by both Parties and shall continue until terminated.
Artland reserve the right, to modify these Terms at any time. If a revision is material, Artland will try to provide at least 30 days notice prior to any changes taking effect. What constitutes a material change will be determined at Artlands sole discretion.
The Gallery
The Gallery hereby accepts Artland to service The Gallery, described in more detail the Gallery Contract.
The Gallery delivers all needed materials so Artland can perform the Service, unless the Parties otherwise agree in writing. The Gallery gives Artland access to information to the extent that it is necessary for Artland to perform the service.
The Gallery is entitled to share the Artland Content, as long as the Gallery contract is effective (only), and by clear reference to Artland. The Gallery is not allowed, in any manner, to resell/copy/store/publish/”claim trademarks”/”take out patents”/”buy competing domains” or similar unless this is specifically accepted under this Gallery Contract.
The Gallery commits to work in a constructive manner with Artland when creating articles, events, content or similar that is related to The Gallery, without any separate payment for this, incl. reimbursement of external cost incurred by The Gallery.
Pricing and invoicing
The price for the service follows Artlands pricelist, unless The Parties agrees otherwise. All prices are exclusive of taxes, impositions and other (any and all) charges by any government authority. Artland will impose those taxes when required to comply incl. VAT when relevant.
Invoicing will be done for each month, start every month (upfront payment). The Gallery can prepay up to 24 months in advance, and will receive the pricing at the time of the payment for the full-prepaid period.
Unless otherwise is stated in writing, payment must be made within 14 days from the invoice date. The Payment must be direct transfer to the Artland designated bank. Any changes in the presentation of the financial institution and / or registration and account information shall be notify The Gallery by e-mail. The payment will be forwarded to the e-mail address of The Gallery, unless otherwise agreed in writing. Even if there are any advertisements regarding errors or omissions in the delivery, The Gallery is required to pay. All fees, of any kind, related to the transfer of payment will be covered by The Gallery.
Artland may provide alternative payment methods, and if used by The Gallery, it will be considered valid payment.
If The Gallery fails to pay any invoice within seven calendar days of the due date of payment, Artland may suspend delivery until payment is made. Further, Artland may charge The Gallery for interest from the due date to the date of payment at the rate of 1 ½ % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which Artland are or may be entitled at law or in equity.
Duration
The Agreement may be terminated by either Party for any reason upon 6 months written notice to the other Party.
In case of that Artland Group increases prices of Services that increases any Fees related to subscriptions that The Gallery have subscribed to (only), then will The Gallery have a special right to terminate The Agreement within 14 days after the price increase has been made public by Artland Group on the website, or otherwise The Gallery has been informed. The termination will be effective after the Pre-paid period, meaning that if there have been Pre-paid for additional 45 days, then will the Agreement terminate after these 45 days without any further notice. For the avoidance of doubt do this not apply to, any and all, Services/Products etc. that are invoiced on an “ad hoc” basis.
Artland may terminate the Agreement forthwith by written notice to the other Party, if the other Party fails to remedy a breach of the Agreement within 5 days after having received written notice requiring remedy of the breach. Breach of the Agreement includes, without limitation: (i) a failure to meet any term of the Agreement, and (ii) improper behavior determined at Artlands sole discretion (iii) The Galleries reorganization, bankruptcy, liquidation, composition or similar proceeding.
On termination of the Agreement for any reason The Gallery shall not be entitled to compensation for loss of sale, investment, goodwill or similar. The Gallery waives any right it might have to such compensation.
Force Majeure.
Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.
The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume.
In the event the interruption of the excused Party’s obligations continues for a period in excess of 20 calendar days, either Party shall have the right to terminate this Agreement upon 30 calendar days’ prior written notice to the other Party.
INDEMNIFICATION
If The Gallery sends code, pictures, text, manuals, links, content, graphic, designs, logos, pricing, financial information, user information, gallery information, partner information, articles, terms, internal communication to Artland (Gallery Content), Artland have unlimited right to copy, process, publish and forward the Gallery Content, without any economical compensation to The Gallery.
The Gallery is responsible for the acquisition of rights to Gallery Content, which is uploaded, sent, communicated, stored on common drives or in any other manner made available to Artland. The Gallery is the sole responsible for securing that The Gallery have all the rights in respect to the content which is made available to Artland, including, but not limited to published on the Artland platform and thereby securing that Artland do not violate the rights of any third parties.
The Gallery agrees to indemnify, save and hold harmless Artland from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of The Gallery’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances, The Gallery shall promptly notify Artland in writing of any claim or suit.
Artlands rights to unconditional commercial use of the Gallery Content, will continue unlimited after the termination of the Gallery Contract.
No Exclusivety
The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. Artland is free to engage other contractors to perform services of the same or similar nature to those provided to The Gallery.
It is understood that both Parties hereto are independent contractors and engage in the operation of their own respective businesses. Neither Party hereto is to be considered the agent of the other Party for any purpose whatsoever and neither Party has any authority to enter into any contract or assume any obligation for the other Party or to make any warranty or representation on behalf of the other Party. Each Party shall be fully responsible for its own employees, servants and agents, and the employees, servants and agents of one Party shall not be deemed to be employees, servants and agents of the other Party for any purpose whatsoever.
Artland may, by notice only, assign this Agreement or transfer its interest or any part thereof under this Agreement to any third party or member of the Artland Group.
The Gallery may not transfer the Agreement or any rights or obligations, fully or partly, under this Agreement without the written consent of Artland Company.
PERSONAL DATA PRIVACY
The Parties accept unconditionally the enclosed appendix A
IPR
The Parties agrees unconditionally on that ALL Intellectual Property Rights belong to Artland, without any compensation to The Gallery, as defined in the Gallery Contract.
Entire Agreement
This Agreement, including any and all of its Exhibits is an independent document and supersedes any and all other Agreements, either oral or in writing, between the parties hereto.
Unenforceability of provisions
If any provision of this Agreement or any portion thereof is held to be invalid and unenforceable by a respective court of law, then the remainder of this Agreement shall nevertheless remain in full force and effect
Limitation of liability
Artland’s total liability under all contracts with the Gallery is limited to 5 000 €, incl. all liabilities related to the Gallery Contract and related to the Artland Group.
Governing law and disputes
This Agreement shall be construed in accordance with and be governed by the laws of Denmark.
In case of any dispute arousing out of this Agreement and its execution, the Parties are agreed to attempt to settle any dispute in the spirit of good business practice and amicably.
If any dispute cannot be settled amicably the Parties have agreed that the dispute shall be resolved finally and exclusively by the courts in Copenhagen, Denmark.
The attorneys’ fees and costs of proceedings shall be borne by the losing party unless the parties stipulate otherwise, or in such proportions, as decided in a judgment of the final court of appeal.
Signatures and acceptance
The Parties agree on that digital signatures, like DocuSign (www.docusign.com) or similar, are valid signatures.
The Parties agrees on that when The Gallery check off a “check box” with the terms, then these terms are accepted unconditionally. For the avoidance off doubt does this also, not only, apply when the “check off box” is marked on a web page in connection with signing up and/or accepting changes and/or additional services are purchased under these terms.

Appendix A, PERSONAL DATA PRIVACY
PART A – GLOBAL EXCLUDING EUROPE
1. DEFINITIONS.
“Data Privacy Standards” means all relevant and applicable federal, state and provincial data privacy standards, including, but not limited to, Florida Information Protection Act, SB 1524, the Massachusetts Office of Consumer Affairs and Business Regulation Standards for the Protection of Personal Information, 201 CMR 17.00, HIPAA and HITECH.
“Individual” means Artland, Artland’s employees, Artland’s users, Artland’s customers and Artland’s business partners wherever located. “Personal Information” means the following: (a) Personally identifiable information (PII) of an Individual, which includes:
• First name and last name or first initial and last name in combination with any one or more of the data elements listed below that relate to such Individual;
• Social Security Number (or country specific equivalent);
• Driver’s license number or state-issued identification card  number;
• Financial account number, or credit or debit card number,  with or without any required security code, access code, personal identification number or password, that would permit access to an Individual’s financial account;
• Passport number;
• Medical history, mental or physical condition, or medical  treatment or diagnosis by a healthcare professional or  health insurance information;
• Username or email address coupled with a password or  security question and answer that would permit access to  an online account; and/or
• Any information contained in Artland’s systems;  and/or
(b) Protected health information (PHI), which includes
information related to an Individual’s health care or payment related to health care that directly or indirectly identifies the Individual.
“Subcontractor” means a third party, agent, other contractor, or subcontractor of The Gallery.
2. COMPLIANCE WITH DATA PRIVACY STANDARDS.
To the extent The Gallery maintains, acquires, discloses, uses, or has access to any Personal Information, The Gallery shall comply with all Data Privacy Standards. The Gallery shall notify Artland in writing immediately if The Gallery is no longer in compliance with Data Privacy Standards with respect to any Personal Information.
3. RETURN OR DESTRUCTION OF PERSONAL INFORMATION.
If at any time during the term of the Contract any part of Personal Information, in any form, that The Gallery obtains from Artland ceases to be required by The Gallery for the performance of its obligations under the Contract, or upon termination of the Contract, whichever occurs first, The Gallery shall, within fourteen (14) days thereafter, promptly notify Artland and securely return such Personal Information to Artland, or, at Artland’s written request destroy, un-install and/or remove all copies of such Personal Information in The Gallery’s possession or control, or such part of the Personal Information which relates to the part of the Contract which is terminated, or the part no longer required, as appropriate, and certify to Artland that the same has been completed.
4. USE OF SUBCONTRACTORS WITH ACCESS TO PERSONAL INFORMATION.
When The Gallery utilizes a Subcontractor in connection with its performance of its obligations under the Contract and The Gallery provides such Subcontractor with access to Personal Information, The Gallery shall provide Artland with prompt notice of the identity of such Subcontractor and the extent of the role that such Subcontractor will play in connection with the sale of goods or performance of services under the Contract. Moreover, all such Subcontractors given access to any Personal Information must agree to: (a) abide by the Clauses set forth herein, including, without limitation, its provisions relating to compliance with Data Privacy Standards for the protection of Personal Information and Notice of Security and/or Privacy Incident; (b) restrict use of Personal Information only for Subcontractor’s internal business purposes and only as necessary for the sale of goods or to render services to The Gallery in connection with The Gallery’s performance of its obligations under the Contract, and (iii) certify in writing, upon completion of any sale of goods or performance of services by a Subcontractor, that the Subcontractor has immediately un-installed, removed, and/or destroyed all copies of Personal Information within 30 days of Subcontractor’s completion of the sale of goods or performance of services to The Gallery.
5. NOTICE OF SECURITY AND/OR PRIVACY INCIDENT.
If The Gallery, or its Subcontractor, suspect, discover or are notified of a data security incident or potential breach of security and/or privacy relating to Personal Information, The Gallery shall immediately, but in no event later than forty-eight (48) hours from suspicion, discovery or notification of the incident or potential breach, notify Artland of such incident or potential breach. The Gallery shall, upon Artland’s request, investigate such incident or potential breach, inform Artland of the results of any such investigation, and assist Artland in maintaining the confidentiality of such information. In addition to the foregoing, The Gallery shall provide Artland with any assistance necessary to comply with any federal, state and / or provincial laws requiring the provision of notice of any privacy incident or security breach with respect to any Personal Information to the affected or impacted individuals and / or organizations, in addition to any notification to applicable federal, state and provincial agencies. The Gallery shall reimburse Artland for all expenses, costs, attorneys’ fees, and resulting fines, penalties, and damages associated with such notification if due to The Gallery’s, or its Subcontractor’s, negligence, unauthorized use or disclosure of Personal Information, or breach of its obligations under the Contract.
6. REMEDIES, DAMAGES AND INDEMNIFICATION.
The Gallery shall bear all costs, losses and damages to the extent resulting from The Gallery’s breach of these Clauses. The Gallery agrees to release, defend, indemnify, and hold harmless Artland and its Affiliates for claims, losses, penalties and damages and reasonable attorneys’ fees and costs to the extent arising out of The Gallery’s, or its Subcontractor’s, negligence, unauthorized use or disclosure of Personal Information and/or The Gallery’s, or its Subcontractor’s, breach of its obligations under these Clauses. The Gallery shall inform all of its principals, officers, employees, agents and Subcontractors assigned to consummate the sale of goods or perform services under the Contract of the obligations contained in these Clauses. To the extent necessary and/or required by law, The Gallery shall provide training to such employees, agents and Subcontractors to promote compliance with these Clauses. The Gallery assumes all liability for any breach of these Clauses by The Gallery or any of its principals, officers, employees, agents and Subcontractors.
PART B – EUROPE
1. DEFINITIONS.
Applicable Data Protection Law means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the Processing of Personal Data applicable to a Data Controller in the EU Member State in which the data exporter is established.
Data Controller means the natural or legal person, public authority, agency or any other body which alone or jointly with others determines the purposes and means of the processing of Personal Data; where the purposes and means of processing are determined by national or Community laws or regulations, the controller or the specific criteria for his nomination may be designated by EU national or EU Community law.
Data Processor means a natural or legal person, public authority, agency or any other body which processes Personal Data on behalf of the Data Controller. Data Subject means a natural person located or residing in Europe and that can be identified or is identifiable by Personal Data.
Member means any person or entity that controls, is controlled by or is under common control with The Gallery. Members are intended third party beneficiaries of these Clauses.
Personal Data means any information that identifies a Data Subject, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity.
Processing means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Subprocessor means any third-party subcontractor engaged by the Data Processor or by any other subcontractor of the Data Processor who agrees to receive from the Data Processor or from any other subcontractor of the Data Processor Personal Data exclusively intended for processing activities to be carried out on behalf of the Data Controller after the transfer in accordance with his instructions, the terms of these Clauses and the terms of the written subcontract.
Technical and Organisational Security Measures means those measures aimed at protecting Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the Processing involves the transmission of data over a network, and against all other unlawful forms of Processing.
2. OBLIGATIONS OF THE DATA PROCESSOR.
Artland and The Gallery acknowledge that, for the purposes of the Applicable Data Protection Law, Artland is the Data Controller and The Gallery is the Data Processor of any Personal Data. The Data Processor shall (a) process Personal Data only to the extent, and in such a manner, as is necessary for the purposes of fulfilling its obligations under the Contract and in accordance with Artland’s instructions from time to time and shall not process Personal Data for any other purpose; (b) keep a record of any processing of Personal Data it carries out on behalf of Artland; (c) promptly comply with any request from Artland requiring the Data Processor to amend, transfer or delete Personal Data; (d), if the Data Processor receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data or to either party’s compliance with the Applicable Data Protection Law, immediately notify Artland and provide Artland with full cooperation and assistance in relation to any such complaint, notice or communication; (e), at Artland’s request, provide to Artland a copy of all Personal Data held by it in the format and on the media reasonably specified by Artland; (f) not transfer Personal Data outside the European Economic Area without the prior written consent of Artland; and (g) promptly inform Artland if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable, and restore such Personal Data at its own expense.
3. DATA PROCESSOR’S EMPLOYEES.
3.1. The Data Processor shall ensure that access to Personal Data is limited to (a) those employees who need access to Personal Data to meet the Data Processor’s obligations under the Contract; and (b) in the case of any access by any employee, such part or parts of Personal Data as is strictly necessary for performance of that employee’s duties.
3.2. The Data Processor shall ensure that all employees (a) are informed of the confidential nature of Personal Data; (b) have undertaken training in the laws relating to handling Personal Data; and (c) are aware both of the Data Processor’s duties and their personal duties and obligations under such laws and these Clauses.
3.3. The Data Processor shall take reasonable steps to ensure the reliability of any of the Data Processor’s employees who have access to Personal Data.
4. RIGHTS OF THE DATA SUBJECT.
The Data Processor shall notify Artland within two (2) working days if it receives a request from a Data Subject for access to that person’s Personal Data. The Data Processor shall provide Artland with full co-operation and assistance in relation to any request made by a Data Subject to have access to that person’s Personal Data. The Data Processor shall not disclose Personal Data to any Data Subject or to a third party other than at the request of Artland or as provided for in these Clauses.
5. RIGHTS OF THE ARTLAND.
Artland is entitled, on giving at least (two (2) days’ notice to the Data Processor, to inspect or appoint representatives to inspect all facilities, equipment, documents and electronic data relating to the processing of Personal Data by the Data Processor; however, the foregoing requirement to give notice will not apply if Artland believes that the Data Processor is in breach of any of its obligations under theses Clauses.

6. WARRANTIES.
The Data Processor warrants that (a) it will process Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments; and (b) it will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure Artland’s compliance with the Applicable Data Protection Law including, but not limited to, the Technical and Organisational Security Measures. The Data Processor shall notify Artland immediately if it becomes aware of any unauthorised or unlawful processing, loss of, damage to or destruction of Personal Data.

7. INDEMNITY.
The Data Processor agrees to indemnify and keep indemnified and defend at its own expense Artland against all costs, claims, damages or expenses incurred by Artland or for which Artland may become liable due to any failure by the Data Processor or its employees, agents, subcontractors or Subprocessors to comply with any of its obligations under these Clauses.

8. APPOINTMENT OF SUBPROCESSORS.
The Data Processor may only authorise Subprocessors to process Personal Data (a) subject to Artland’s prior written consent where the Data Processor has supplied Artland with full details of the Subprocessor; (b) provided that the Subprocessor’s contract with respect to Personal Data contains terms which are substantially the same as those set out in these Clauses; and (c) provided that the Subprocessor’s contract with respect to Personal Data terminates automatically upon the termination of the Agreement for any reason.

PART C – GENERAL PROVISIONS
1. INSURANCE.
Artland may demand, by notice only, that The Gallery shall purchase and maintain at all times, during the term of the Contract, a professional liability insurance policy and a cyber liability insurance policy with coverage limits of at least $2,000.000. In some instances, The Gallery will be required to provide liability insurance policy with higher coverage limits if requested by Artland.

2. EARLY TERMINATION.
Artland can with immediately effect, permanently or temporary (Artlands sole discretionary decision) close down any Services/Products delivered to the The Gallery and remove any relevant data if The Gallery is breaching the provisions in this Appendix. Artland will also receive a right to early terminate any and all contracts between the Parties with immediately effect. The Gallery shall not be entitled to compensation for loss of sale, investment, goodwill or similar. The Gallery waives any right it might have to such compensation.