Welcome to Trust Art, a new platform for commissioning public artwork (the “Trust Art Platform”) owned and operated by Trust Art L3C, a Vermont Low-profit Limited Liability Company (together with its officers, directors, agents, employees, partners and their respective affiliates, collectively, "Trust Art"). This Terms of Service Agreement (this "Agreement") is a contract between you ("you") and Trust Art and governs all transactions between you and Trust Art, as well as your use of the TrustArt.org website (the "Website") and all Trust Art services. By using the Website, you agree to be bound by this Agreement, whether or not you become an Shareholder (as defined below), participate in Trust Art’s art commissioning program (the "Program") or otherwise use the Website (in each such capacity, a "User"). If you wish to become an Shareholder, participate in the Program or otherwise become a User of the Website, you must read all of the terms and conditions in, and linked to, this Agreement (including the Privacy Policy).
This Agreement supersedes any previous Agreement to which you and Trust Art may have been bound. This Agreement may be modified by Trust Art in its sole discretion from time to time and such modifications will become part of this Agreement and will be effective once posted by Trust Art on the Website. Your participation in the Program and use of the Website will be subject to any such modifications. You should review the Website and this Agreement from time to time for any modifications.
This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
You may receive a written copy of this Agreement by emailing us at: info@TrustArt.org, Subject: Trust Art Terms of Service Agreement.
1. Participation in the Program
Trust Art manages the Website, which connects you and other persons with the featured Trust Art Artists (each, an “Artist” and, collectively, “Artists”), who each have an unrealized work of public art that requires funding to bring to fruition (each, a “Project” and collectively, “Projects”).
By participating in the Program or otherwise using this Website, you hereby acknowledge and agree that (a) Trust Art makes no representation, warranty, covenant or guarantee that any funds contributed in a Project via the Website will be repaid or that funds contributed will yield any positive rate of return and (b) contributions made via the Website (each, an "Contribution") bear a risk of non-repayment.
1.1. Project Financing Overview. On the Website, each featured Artist presents an unfunded Project that they intend to complete with funds raised via the Trust Art Platform. Each Project has several phases of work, or “Chapters”, that it intends to complete to reach its overall vision. Each Chapter has a target amount of funding (“Funding Target”), determined in advance by the Artist and approved by Trust Art, which is necessary to be raised in order to bring each Chapter to fruition. You and other persons (each, a "Shareholder" and, collectively, "Shareholders") may make Gifts to any Chapter of any Project and receive Shares in that Project, and in as many Projects as you like, provided the Funding Target for a given Chapter within that Project has not already been achieved.
The minimum increment of Contribution in a given Project is USD 1., representing one ownership share (one “Share”), and the maximum amount that may be contributed in a Project for any given Chapter is either a) the Funding Target if no funds have yet been contributed in the Chapter or b) the difference between the Funding Target and the amount already contributed in the Chapter. The total number of Shares issued for a given Project will be equal to 2x the total Contributions towards the Project. The Project Artist or Project Artists will always own 50% of the Shares in their Project, while the remaining 50% always belong to the collective pool of its Shareholders.
1.2. Disbursement of Contribution Funds. Any Contribution made by you or any other Shareholder will be disbursed to a bank account controlled by Trust Art for ultimate disbursement to each Artist whose Project you have selected for receipt of a Contribution. Trust Art aggregates funds from multiple Shareholders via the Website and passes 88% of these funds (excluding the interest earned, if any, on such funds while they are held in Trust Art's account, which is contributed to fund Trust Art's operations) to the Artists selected for funding on the Website, for use in accordance with the Project Description of each Project delineated on each Project page.
1.3. Distribution of Profits from an Artifact Sale. After each Project financed by the Trust Art Platform has come to fruition, the Art, or an artifact or series of artifacts, as selected by the Project Artist, resulting from each Project (for each Project, the “Art”) will be sold in an Official Sale. The manner of sale will vary depending on the Project, but will include possibly being sold in a public auction event (facilitated online) hosted by Trust Art, or being sold in a private sale to a third party. If a Project or Art is sold in a private sale to a third party, the Artist, in consultation with Trust Art, will determine the final sale price, which will be conclusive and final. Resulting profits from the sale of any Art will be shared between the Artist and the Project Shareholders on a pro-rata basis in accordance with the number of Shares owned by each party.
You hereby acknowledge and agree that neither Trust Art, nor the Artist(s) will be obligated to pay any principal interest or other fees or amounts (other than the pro-rata share of profits due Shareholders in connection with the Official Sale of an Art) to you or any other Shareholder in connection with any Contribution you make. At this time, Trust Art does not charge or pay interest on any Contributions posted on the Website.
1.4. Tax Treatment of Contributions. You also understand that you are solely responsible for determining the proper tax treatment for any Contribution you make through the Website and the Program. Trust Art has not and will not provide any tax or legal advice to you in connection with any Contribution you might make. This Agreement does not attempt to define the tax implications of participating in the Program. If you participate in the Program, you should consult with your own accountants, tax and legal advisors.
1.5. Contribution Records. Records of each Contribution you make (including this Agreement) will be kept by Trust Art and, upon your request, will be made available to you at any time throughout the term of the Contribution.
2. Proprietary Rights; Confidentiality
"Trust Art," “Trust Art” and the respective "Trust Art," “Trust Art” logos are trademarks and service marks of Trust Art. Trust Art owns and retains all proprietary rights in the Program, all material and information posted on the website ("Content"). The Website contains the copyrighted material, trademarks and other proprietary information of Trust Art and its licensors. Except for that information that is in the public domain or for which you have been given express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.
If you post any messages or other information on the Website, you agree that such messages and information shall be considered Content, and you shall be deemed to have automatically granted, represented and warranted that you have the right, power and authority to grant to Trust Art an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to: (a) use, copy, perform, display and distribute such information and content; (b) prepare derivative works of, and/or incorporate into other works, such information and content; and (c) grant and authorize sublicenses of the foregoing.
You acknowledge, consent and agree that Trust Art may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of Trust Art, its users, or the public.
3. Acceptable Use
The Website is for use in connection with the Program and may not be used by you in connection with any other commercial endeavors except as previously approved in writing by Trust Art. Use of the Website and participation in the Program shall be in strict compliance with this Agreement, Trust Art's Privacy Policy, and all other procedures and guidelines set forth on the Website and applicable law. You may not engage in advertising to, or solicitation of, any User, Artist or any other Person to buy or sell any products or services through the Website. You may not transmit any chain letters or junk email to any User, Artist or any other Person. Illegal and/or unauthorized uses of the Website, including collecting the name, email address or any other personal or confidential information of any User, Artist or any other Person by electronic or other means for any reason, including, without limitation, the purpose of sending unsolicited email and unauthorized framing of or linking to the Website, will be investigated and appropriate legal action will be taken, including, without limitation, civil, criminal and injunctive redress.
Although Trust Art assumes no obligation to monitor the conduct of any User of the Website, it is a violation of this Agreement to use any information obtained from the Website in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any User, Artist or other Person without their prior explicit consent. In order to protect such persons from such advertising or solicitation, Trust Art reserves the right to restrict the number of emails that a User may send to others through the Website in any 24-hour or other period to a number that Trust Art deems appropriate, in Trust Art's sole and absolute discretion.
4. Disclaimers
Trust Art is not responsible, and shall have no liability, for any incorrect or inaccurate Content posted on the Website or any liability, cost or expense you may incur in connection with the Program, whether caused by any User, Artist or other Person or by any of the equipment or programming associated with or utilized in the Program. Trust Art is not responsible for the conduct, whether online or offline, of any User of the Website or any other Person. With respect to the Website, Trust Art assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications. Under no circumstances will Trust Art be responsible for any loss or damage, including personal injury or death, resulting from any use of the Website or participation in the Program, any Content posted on the Website or transmitted to, or any interactions between, any Users of the Website, whether online or offline. Trust Art neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Website or the Program.
THE WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE PROGRAM, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.
Trust Art makes no representation or warranty, express or implied, with respect to any third party data provided to Trust Art or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. Trust Art will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by Trust Art or "force majeure" or any other cause beyond the control of Trust Art.
5. Limitation of Liability
You understand that any and all decisions made by you with respect to the Program are yours alone. Trust Art cannot and does not verify the accuracy of information from other Users or Artists. Trust Art shall not be responsible, or have any duty or obligation to, or liability for: (a) decisions or interactions resulting (directly or indirectly) from participation in the Program; or (b) any damages, costs, losses or expenses a User incurs as a result (directly or indirectly) of making a Contribution in a Project or as a result (directly or indirectly) of utilizing the Program or information received in connection with the Program. In addition, in no event will Trust Art be liable to you or any third person for any damages, costs, losses or expenses, including any lost capital, lost profits or special, incidental, consequential or punitive damages arising from your use of the Website or participation in the Program, even if Trust Art has been advised of the possibility of such damages, costs, losses or expenses.
6. Disputes with other Users, Artists
You are solely responsible for your interactions with any other User (even to the extent prohibited hereby) or any Artist and any disputes that may result from such interactions. Trust Art reserves the right, but has no obligation, to monitor disputes between you and such persons.
7. Disputes with Trust Art, Governing Law, and Jury Trial Waiver
If there is any dispute about or involving Trust Art, the Website or the Program, by using the Website, you agree that the dispute will be governed by the laws of the State of New York or the State of Vermont without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts located in the New York, New York and Montpellier, Vermont.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York and the State of Vermont, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or the State of Vermont or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York or the State of Vermont. Each party hereby irrevocably submits to the jurisdiction of the state and federal courts sitting in The City of New York, Borough of Brooklyn, or the city of Montpellier, Vermont for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
You waive, to the maximum extent not prohibited by law, any right you may have to claim or recover in any legal action or proceeding referred to in this section any special, exemplary, punitive or consequential damages.
8. Indemnity
You agree to indemnify and hold Trust Art harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made or incurred by any third party due to or arising (directly or indirectly) out of your use of the Website or participation in the Program or arising from a breach of this Agreement.
9. Term; Termination
This Agreement will remain in full force and effect while you use the Website or participate in the Program as a User and, notwithstanding anything herein to the contrary, this Agreement will remain in effect after your participation in the Program and status as a User is terminated. Whether or not you are and remain eligible to participate in the Program may be determined by Trust Art in its sole and absolute discretion. You may terminate your participation and status as a User at any time and for any reason by sending a written notice of termination to Trust Art, such notice to be effective within 3 days of receipt by Trust Art. Trust Art may also terminate your participation in the Program and status as a User at any time and for any reason, effective upon transmission of notice to you at the email address you provide to Trust Art. If your participation in the Program is terminated by Trust Art, you agree not to use the Website any further.
10. Entire Agreement; Severability
This Agreement, accepted upon use of the Website and further affirmed by becoming a User, contains the entire agreement between you and Trust Art regarding the use of the Website or the Program. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
Please contact us at info@TrustArt.org with any questions regarding this Agreement.
REFUND POLICY
Any funds contributed toward Projects on the Trust Art Website are considered Gifts governed in accordance with the Trust Art Terms of Service Agreement and therefore cannot be refunded once committed.
