Business Terms of Use

When you use our Services, now or in the future, you are agreeing to the latest Terms of Use. There may be times where we do not exercise or enforce any right or provision of the Terms of Use; in doing so, we are not waiving that right or provision. These terms do contain a limitation of our liability. Any accounts in violation of the terms of use are subject to termination at the discretion of FOKAL LLC. If we discover you are using our products for a restricted purpose, we will take action as necessary, including notifying appropriate authorities where warranted or terminating the account when required under applicable law.

Account Terms

Ownership

Artists retain the rights to both the physical artwork and any copyrights associated with that respective artwork. An artist may request the removal of their artwork from a displaying business for whatever reason but must give a 30 day written notice prior to the removal of their artwork. Businesses must not handle artwork in any way not deemed appropriate for the operation of their business or gallery. Businesses do not have ownership over any of the displayed pieces and excessive reports of negligent display of artwork leading to damage or theft may result in account termination and possible legal action.

Display

Using the Fokal platform businesses will be granted the opportunity to display artwork from a variety of local artists. The privilege of displaying artwork from independent sellers comes with a set of responsibilities to be a good representative of the Fokal brand. When displaying artwork that is hosted on the Fokal website, a displaying business agrees to the following.

• The displaying business affirms to monitor within its power the condition of the artwork display, and protect artwork from serious cases of accidental damage, vandalism or theft. In the event of an artwork being damaged or stolen, the displaying business agrees to assist in aiding the further investigation of the case to the best of its ability.
• The displaying business acknowledges that all artwork to be displayed in their business space may be for sale through the Fokal platform. Businesses should allow artists to display Fokal wall cards on the business walls with artwork that directs to a Fokal point of sales.
• The displaying business must not charge an artist any direct or indirect fee to display artwork in their space. A business may take commission from the sale of artwork, but may not accept any other forms of payment from artists in the exchange.

Artwork Hanging

Businesses will be responsible for the hanging process for their own space. As a displaying business you have the right to conduct the hanging process of artwork in your space however you would like. You can hang the artwork yourself or you can require that the artist hang their own artwork. Fokal does not supply business or artists with hanging supplies for hanging artwork. We encourage the business to coordinate with the displaying artists prior to the start of the show about who is responsible for bringing hanging supplies and handling hanging responsibilities. Artists must be allowed to display Fokal QR codes with their artwork on the walls, and the business must do everything in their power to ensure Fokal wall cards are displayed accurately with their respective artworks for the length of the show.

Displaying Businesses are responsible for the damages caused by hanging art in their space. This includes but is not limited to: holes left from nails or screws, chipped or scuffed paint, larger scratches or tape marks left on walls.

Liability

The artist retains and assumes the risk of their artwork while it is listed on Fokal. Whether Artwork remains in the artist's possession or in a Fokal partnered gallery location, the artist is responsible for any risk that is associated with hanging or displaying artwork. Damage or theft of the artwork in any kind will not be covered by Fokal or any Fokal partnered displaying business. Any framing or hanging materials are not covered by Fokal. Any business using Fokal services assumes the risks and liabilities associated with the display of artwork in their space. This includes but is not limited to: any damage to business property as a result of art display (walls or otherwise), injury caused either directly or indirectly by the display of artwork to any individual either employed by the displaying business or not, etc.

When displaying in a Fokal partnered business, artists assume the risk of damage or theft to their artwork however excessive reports of business malpractice may result in the termination of a business account. Fokal reserves the right to conduct an investigation as a result of any reports on the business and may turn over evidence to proper authorities if/when necessary.

Indemnification Clause: The Displaying Business agrees to indemnify and hold harmless and defend Fokal, Fokal Member(s), officers and employees from and against all claims and suits by third parties for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney's fees, arising out of, or resulting from, the Businesses use of Fokal's Services, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Displaying Business, its officers, employees, agents, subcontractors, licensees, or invitees. The Displaying Business will carry his own liability insurance for their business and sales activities.

Delivery and Disputes

Businesses displaying artwork on the Fokal platform are allowed to arrange any terms with their displaying artists for any given show as long as those terms are clearly communicated and agreed upon by all involved parties. If no terms are set for the handling of delivery of artwork then the artist assumes responsibility for ensuring that the piece is properly delivered to the buyer; however, a Business may arrange delivery on behalf of the artist if they so choose. How the buyer receives their artwork is up to your discretion meaning you can arrange any terms that are convenient for both you and the buyer. This also means that you are responsible for the experience you provide. When selling on Fokal you represent the Fokal brand. Failure to provide passable service to buyers could result in the suspension or termination of your account. Passable service may include but is not limited to arranging deliveries, shipments, or pickups of sold artwork in a timely manner, ensuring artwork is delivered undamaged, communicating effectively with buyers, etc. Fokal is aware that every situation is unique and will handle all claims of inadequate service on a case-by-case basis.

Buyers will receive a purchase receipt email at the time of purchase. This confirmation email will serve as the buyer's proof of purchase during delivery. On this receipt email there will be a Delivery Confirmation QR Code as well as a 6 Digit Delivery Confirmation Numerical Code. These codes are for the delivering party to use in order to confirm a successful delivery. The Buyer is required to produce this email upon request when meeting for delivery. At time of delivery, the delivering party is responsible for scanning the Delivery Confirmation QR or saving the Delivery Confirmation Numerical Code.

After the completion of a delivery the artist of the delivered artwork will need to mark the delivery as completed on their artist dashboard on the orders page. Post delivery completion, both artist and business will be eligible to withdraw the payment in 3 days if delivery confirmation is completed and 7 days if delivery confirmation is not completed. Before payment is withdrawn from your account, buyers are able to file a delivery dispute which could result in the associated user balances being frozen in order for Fokal to investigate the dispute. Frequent disputes against a business account could result in suspension or termination of said business account. Fokal reserves the right to take any steps necessary towards protecting all its users from fraudulent activity on its platform.

Fokal highly recommends that businesses that are displaying artwork through the Fokal platform arrange delivery plans upfront with their artists at the beginning of the show. Clearly outlining details such as but not limited to: who will be delivering the artwork, when the artwork can be picked up for delivery, and how quickly delivery can be expected to take place, will ensure that artwork is properly delivered with little confusion to the buyer, the business, and the artist. Instituting delivery details prior to the start of a show increases the likelihood of an issue free delivery.

In the event of a delivery dispute, Fokal reserves the right to gather evidence on behalf of both the buyer and seller's and turn all evidence over to proper legal authorities. Fokal will not be held liable for any costs incurred related to disputes or complaints of any kind.

If you have questions about delivery or need assistance in the delivery process please contact us at info@fokal.us

Community Guidelines

Failure to comply with any of these terms could result in the termination of the business account on the Fokal platform, and re-entry will be up to consideration by Fokal management.

You are responsible for maintaining the security of your account and password. Fokal cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

You may not use the Services for any purpose outlined below. This includes any depictions of the below behavior through any uploaded content to the site as well.

• Violence, or threats thereof: If an activity qualifies as violent crime in the United States or where you live, you may not use Fokal products to plan, perpetrate, or threaten that activity.
• Hate speech: You cannot use Fokal to advocate or depict the extermination, domination, or oppression of people.
• Harassment: Intimidating or targeting people or groups through repeated communication.
• Phishing or otherwise attempting fraud: It is not okay to lie about who you are or what you are offering to steal from, extort, or otherwise harm others.
• Spamming: We don't tolerate users (including their bots) using Fokal for spamming purposes.
• Infringing on intellectual property: You can't use Fokal to make or disseminate work that uses the intellectual property of others beyond the bounds of fair use.

While our user restrictions are comprehensive, it's possible an offense could defy any current categorization. Fokal reserves the right to remove any account, artwork, depictions or otherwise from its site for any reason whatsoever. Fokal is not to be harnessed for harm, whether mental, physical, personal or civic.

You are responsible for all content posted and activity that occurs under your account. That includes activity by others who either: (a) have access to your login credentials; or (b) have access to your logged in device.

Messaging and Communication

Some cases may require you to message an artist or buyer directly via their preferred method of communication. Cases such as facilitating delivery of purchased artwork, working with artists for displaying artwork, asking general questions, etc. In doing so you are required to be a good shepherd of Fokal's community values. Using communication for any of the purposes listed below will not be tolerated and could lead to a permanent ban and termination from Fokal and a cancellation of all in progress communications, deliveries, transactions, etc.

• Sending unsolicited advertising or promotions, requests for donations, or spam;
• Harassing or abusing another member or otherwise behaving in any discriminatory manner
• Contacting someone after they have explicitly asked you not to; or interfering with a transaction or the business of another member.
• Exchanging personal contact, financial or other information for the purposes of evading the checkout process on Fokal, including phone number, address, email, social media handles, external URLs, instructions for money transfer, etc.
• Always use caution when exchanging any personal information which is not strictly necessary for the completion of a transaction.

If you receive communication that violates any of these policies, please let us know right away by emailing us at info@fokal.us.

Harassment and Discrimination

Any use of communication to harass other members is strictly prohibited. Similarly, communication may not be used to support or glorify hatred. If you receive communication that violates this policy, please let us know right away by emailing us at info@fokal.us.

Payment

When initiating a new show on the Fokal platform, businesses will be granted the ability to take commission on any artwork sold through the platform. This designated commission is a percentage of the listed sales price of the artwork upon the time of sale. A business percentage of commission will not include a percentage of the overall gross sale of the artwork meaning that commission is calculated prior to the addition of any taxes and fees on the Fokal website.

Taking commission of sales through the Fokal platform is a privilege granted to each individual business and is not to be used in any way that may be perceived as an attempt to take advantage of an artist or any other user of the Fokal platform. Fokal reserves the right to disable a businesses ability to take commission, for any reason, at any time. Misuse of the commission feature of the platform could result in a suspension or termination of a business account.

Both business and artists will not be able to withdraw any funds from their Fokal accounts until an artwork has been properly marked as delivered to the buyer and has cleared the respective dispute window. For any questions about commission percentage, taxes and fees, or money withdrawal, please contact us at info@fokal.us.

Payment processing services for artists on Fokal are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these terms or continuing to operate as a an artist on Fokal.us, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Fokal enabling payment processing services through Stripe, you agree to provide Fokal accurate and complete information about you and your business, and you authorize Fokal to share it and transaction information related to your use of the payment processing services provided by Stripe.

Stripe payments incur a fee of 2.9% + 30 cents per transaction. This fee will be taken out of the total artist profit when payments are made. By registering your account, you agree to our Terms of Use and the Stripe Connected Account Agreement.

Payments will be automatic and users will be able to make withdrawals from their accounts based on their total profit earned.

Where required, we will collect taxes on behalf of the taxing authority and remit those taxes to taxing authorities. Otherwise, you are responsible for payment of all taxes, levies, or duties.

Cancellation and Termination

You may cancel your Fokal account at any time. To cancel your account email info@fokal.us. An email or phone request to cancel your account is not automatically considered cancellation.

All of your content will be inaccessible from Fokal immediately upon account cancellation. Within 60 days, all content will be permanently deleted. We cannot recover this information once it has been permanently deleted.

We have the right to suspend or terminate your account and refuse any and all current or future use of our Services for any reason at any time. Suspension means you will not be able to access the account or any content in the account. Termination will furthermore result in the deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. We also reserve the right to refuse the use of the Services to anyone for any reason at any time. We have this clause to protect against the possibility of a user using their account for something harmful other than its intended purpose.

Verbal, physical, written or other abuse (including threats of abuse or retribution) of a company employee or officer will result in immediate account termination.

Modifications to the Service and Prices

We reserve the right at any time to modify or discontinue, temporarily or permanently, any part of our Services with or without notice.

Sometimes we change the pricing structure for our products. When we do that, we may exempt existing customers from those changes. However, we may choose to change the prices for existing customers as well. If we do so, we will give at least 30 days notice and will notify you via the email address on record. We may also post a notice about changes on our websites or the affected Services themselves. Users will be given the opportunity to opt out of services when pricing details change. Opting out could result in the termination of an accounts feature access or in some cases the entire account.

Uptime, Security, and Privacy

Your use of the Services is at your sole risk. We provide these Services on an “as is” and “as available” basis. When you use our Services, you entrust us with your data. You agree that Fokal may process your data as described in our Privacy Policy and for no other purpose. If necessary, we may also access accounts as part of an abuse report investigation.

To the extent required by applicable law. As a US company with all data infrastructure located in the US, we only preserve or share customer data if compelled by a US government authority with a legally binding order or proper request under the Stored Communications Act. If Fokal is audited by a tax authority, we only share the bare minimum billing information needed to complete the audit.

We use third party vendors and hosting partners to provide the necessary software, networking, storage, and related technology required to run Fokal.

Copyright and Content Ownership

All content posted on the Services must comply with U.S. copyright law. We claim no intellectual property rights over the content you provide to Fokal. All content uploaded remains yours. We do not pre-screen content, but reserve the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service.

By uploading images and other content to the platform, businesses grant Fokal a non-exclusive, royalty-free, and fully paid license to use and distribute the uploaded content on Fokal's website and associated social media accounts or marketing channels. The purpose of Fokal using uploaded account content is to promote the platform, showcase artwork, and advertise Fokal's services. Artists retain the copyright for their artworks and Fokal along with any businesses using its Services will make reasonable efforts to attribute the artwork to the respective artists when used in promotional materials. Artists have the right to request the removal of their artwork from Fokal's or any other businesses marketing efforts.

The names, look, and feel of the Services are copyright© to the Company. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML, CSS, JavaScript, or visual design elements without express written permission from the Company. You must request permission to use the Company's logo or any Service logos for promotional purposes. Please email info@fokal.us with requests to use logos. We reserve the right to rescind this permission if you violate these Terms of Use.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by the Company.

You must not modify another website so as to falsely imply that it is associated with the Services or the Company.

Features and Bugs

We design our Services with care, based on our own experience and the experiences of customers who share their time and feedback. However, there is no such thing as a service that pleases everybody. We make no guarantees that our Services will meet your specific requirements or expectations.

We also test all of our features extensively before shipping them. As with any software, our Services inevitably have some bugs. We track the bugs reported to us and work through priority ones, especially any related to security or privacy. Not all reported bugs will get fixed and we don't guarantee completely error-free Services.

Liability

You expressly understand and agree that the Company shall not be liable, in law or in equity, to you or to any third party for any direct, indirect, incidental, lost profits, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to this Terms of Service or the Services, whether as a breach of contract, tort (including negligence whether active or passive), or any other theory of liability.

If you have a question about any of the Terms of Service, please contact us at info@fokal.us