This Terms of Use Agreement (this "Agreement"), which is a legal agreement between you ("you") and Easel, Inc., a Delaware corporation ("Easel", "we" or "us"), shall govern your use our of Services available on, and access to Easel's website located at www.easel.com (including any successor or affiliated websites and including any mobile versions, the "Website"), your posting and/or review of information and/or questions regarding certain products and materials at the Website, and all other services described at the Website (collectively, the "Services"). By making any use of the Website, you accept this Agreement and agree to be bound by each of its terms and represent and warrant to Easel that (i) you have the authority to enter into this Agreement, (ii) this Agreement is binding and enforceable against you, and (iii) you have read and understand Easel's Privacy Policy, the terms of which are posted at the Website and incorporated herein by reference (the "Privacy Policy"), and agree to abide by the Privacy Policy.
THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND EASEL WILL BE RESOLVED BY BINDING ARBITRATION. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOUR RIGHTS WILL BE DETERMINED BY NEUTRAL ARBITRATORS AND NOT A JUDGE OR JURY. You are entitled to a fair hearing, but the arbitration procedures are simpler and more limited than rules applicable in court. Arbitrator decisions are enforceable and are subject to very limited review by a court. By using the Services or accessing the Website, you consent to these restrictions.
Please read this Agreement carefully. If you do not agree to the terms and conditions of this Agreement or the Privacy Policy, you should immediately cease any and all activities on the Website and/or use of any Services.
CHANGES TO SERVICES, AGREEMENT AND/OR WEBSITE
Easel may amend any part of this Agreement at any time, and the amended terms will be effective upon posting at the Website. In addition, Easel may, without prior notice, add, delete or modify some or all of the Services and/or content available on the Website at any time in its sole discretion.
Prices for any Items included within a Listing shall be as set forth at the Website from time to time. We reserve the right to increase or decrease the price for any Item without notice to you (provided, that we will not increase prices for Items which have been previously ordered by you in accordance with this Agreement but not yet shipped). We are not responsible for any errors on the Website. In the event an Item is listed at an incorrect price due to typographical, photographic or technical error or error in pricing information received from our suppliers, distributors or manufacturers, we reserve the right to refuse or cancel any orders placed for that Item listed at the incorrect price.
Further, Easel may discontinue disseminating any portion of information or category of information and/or may change or eliminate any transmission method. IF ANY OF THESE RULES OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU SHOULD IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND WEBSITE. YOUR CONTINUED USE OF THE SERVICES OR WEBSITE NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THIS AGREEMENT OR ANY UPDATED VERSION OF THIS AGREEMENT, WILL INDICATE ACCEPTANCE BY YOU OF SUCH RULES, CHANGES AND/OR MODIFICATIONS. You should review this Agreement periodically to ensure you become aware of changes which are made to this Agreement by Easel from time to time.
SERVICES
The Services are described within various pages of the Website and in certain printed materials. Additional and separate terms will apply to product purchases and software licenses and fees. You should review these pages and materials to gain a better understanding of the Services and the goals behind the Website. At a general level, the Website (i) serves a website where you can purchase certain materials, machines, components, kits and/or other products (each listed material being referred to herein as a "Listing") from manufacturers and/or distributors of such items, and (ii) serves as an information portal where companies and/or individuals can post information regarding materials and products created and/or owned by such companies (each such post being referred to herein as a "Posting").
Easel does not charge you a fee to review Postings or Listings at the Website or to submit inquiries to or through the Website, provided, however, that Easel may, at its discretion, elect to begin charging a fee for access to certain portions of the Services or Website for future Website subscription services. Easel expressly reserves the right to discontinue, suspend or terminate the offering of the Services at any time. Unless expressly stated in writing, nothing contained herein shall constitute an offer or promise for any type of commitment in connection with access to the Website.
EASEL'S ROLE
You acknowledge that Easel is not, unless expressly otherwise set forth within the Website, a manufacturer of any item subject to a Listing. Your communications with third-party manufacturers and/or distributors are solely your responsibility, and any issue which may arise between you and a manufacturer or distributor, whether such issue involves a Listing or any other matter, is to be resolved between you and such manufacturer or distributor without the involvement of Easel. You agree that Easel shall not be liable for any damages or costs of any type arising out of or in any way connected with your purchase and/or use of any third-party material, product, kit, machine, component or product from the Website or otherwise through Easel. As such, you shall not name Easel or any of its officers or equity holders as a party in any litigation or arbitration arising out any communications or transactions with a third-party manufacturer or distributor.
For purposes of clarity, because Easel is not a manufacturer, Easel does not, subject to the Terms of Sale and Software License posted here, make, and should not be construed as having made, any representation or warranty of any kind concerning any materials, products, kits, machines, components or products described in any Listing or Posting, including without limitation any representation or warranty regarding the quality, safety or legality of such materials or products, or the truth or accuracy of any descriptions associated with any Listing or Posting. Additionally, Easel makes no representation or warranty of any kind as to the willingness or ability of either a buyer, manufacturer or distributor to complete a sale or any other transaction.
QUESTIONS; SUBMISSIONS
By submitting a question on any page within the Website, posting a Listing or Posting and/or making any submission to the Website, you hereby understand and agree that you have established a business relationship between you and Easel, which is the owner of the Website. As such, you agree that Easel may contact you using contact and/or other information you provided with information, surveys and offers of services available through Easel, the Website or any other website owned or operated by Easel or an affiliate of Easel from time to time. You hereby consent to any such communication, phone calls, text messages, or e-mails even if your phone number is on any Do Not Call list or if your e-mail is on any other restricted access list. In the event you wish to opt out of receiving any such communications from Easel, please send an e-mail to help@easel.com to be removed from this list.
LIMITED LICENSE
Easel hereby grants you a non-exclusive, nontransferable, revocable limited license to access and use the Website and its contents, strictly in accordance with this Agreement and solely for the permitted uses described in this Agreement. This license and authorization is not a transfer of title in any content posted at the Website and is subject to strict compliance with the rules and other terms of this Agreement.
WEBSITE ACCESS AND LISTING RULES
In return for the license and authorization Easel grants you in this Agreement to use the Website or Services, you agree to abide by all the terms of this Agreement and any additional restrictions displayed on the Website, as and when they are updated from time to time, including, without limitation, the rules in this Section. This Section includes certain activities that are expressly prohibited on this Website. Inclusion of these prohibited uses is not intended and should not be construed to modify any description of permitted uses in this or any other Section of this Agreement and you may not construe the fact that a particular activity is not described as a prohibited use in this Section as an indication of permission to engage in that activity if it is not consistent with the permitted uses. Easel reserves the right to remove any Listing or Posting, block the sending of any inquiry or other content it deems inappropriate in its sole discretion, and may terminate your or any other user's access to the Website or Services at any time in its sole discretion for any or no reason. While Easel reserves the right to monitor all Listings and Postings, and/or content posted at the Website, it has no obligation to do so.
RESTRICTED AREAS AND USER REGISTRATION
In order to access or use some (or potentially all) of the features of the Website and/or Services, you will be required to become a registered user. As a registered user, you agree to: (a) create only one account; (b) provide accurate, truthful, current and complete information when creating your account; (c) maintain and promptly update your account information; (d) maintain the security of your account by not sharing your username or password with others and restricting access to your account and your access device; (e) promptly notify us if you discover or otherwise suspect any security breaches relating to your account or the Website at: help@easel.com; (f) not sell, transfer or assign your username and password; (g) the person submitting information to Easel is 18 years of age or older; (h) your use of such services does not violate any applicable law or regulation, and (k) accept sole responsibility for all activities that occur under your username and password, whether or not you have authorized the activity.
INTELLECTUAL PROPERTY, COPYRIGHT AND TRADEMARK NOTICES
All contents of the Website are: Copyright © 2023 Easel, Inc. All rights reserved. "Easel" is a service mark of Easel, Inc. Other product, material and/or company names mentioned herein or within the Website may be the trademarks or service marks of their respective owners. To this end, you may not, without the prior, written consent of Easel (which consent may be withheld at Easel's sole discretion) or the applicable copyright holder (which consent may be withheld at the sole discretion of such holder), modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the content posted at the Website or otherwise owned by Easel or any of its licensors. This Agreement shall not be deemed to transfer from Easel to you (i) any of Easel's or its licensors' intellectual property (including, without limitation, patents, trademarks, service marks, trade names, copyrights and licenses), technology, software programs or any related assets owned by Easel, or (ii) any rights to use or license any of the foregoing except as explicitly set forth in this Agreement.
You affirm that you are obtaining the Items sold through the Website for use as intended. You will not reverse-engineer or use any Item to develop similar products or materials to those purchased from the Website, nor will you knowingly or willingly permit your customers, employees, contractors or affiliates to do the same. For purposes of these Terms of Sale, "reverse engineering" includes, but is not limited to, disassembly of a product or material, or utilization of our specifications and/or literature for the purposes of developing one or more similar or derivative products or services that can be reasonably regarded as competitive with our offerings.
In exchange for your use of the Website, you hereby grant to Easel an unlimited, irrevocable, fully-paid, transferable, non-exclusive worldwide license to use, reproduce, modify, publish, edit, translate, distribute, perform and display any content, photographs or other materials you post to the Website or any forum contained in the Website, alone or as part of other works in any form, media or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees. You may remove your content from the Website at any time. If you choose to remove such content, the license granted above (a) will automatically continue with respect to any content used by Easel as permitted above, and (b) will expire with respect to any such content not used by Easel; however, you acknowledge that Easel may retain archived copies of your content. Easel does not assert any ownership over your content, any Listing or any Posting; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your content and any intellectual property rights or other proprietary rights associated therewith subject to the license granted herein.
DISCLAIMERS AND LIMITATIONS
Easel intends that the information contained in the Website or Services will be accurate and reliable; however, errors sometimes occur. In addition, changes and improvements to the information provided herein or on the Website or Services may be made by Easel at any time. THE WEBSITE OR SERVICES AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED "AS IS, WHERE IS AND AS AVAILABLE." EASEL AND/OR ITS SUPPLIERS DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE WEBSITE AND ANY INFORMATION, SOFTWARE, PRODUCTS, MATERIALS AND SERVICES PROVIDED WITHIN OR THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, OR (II) AS TO THE RESULTS THAT MAY BE OBTAINED BY USE OF THE WEBSITE, THE SUBMISSION OF ANY INQUIRY OR ANY OTHER USE OF EASEL'S SERVICES. USE OF THE WEBSITE AND/OR EASEL'S SERVICES IS AT YOUR OWN RISK. EASEL IS NOT LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE AND/OR EASEL'S SERVICES OR WITH THE DELAY OR INABILITY TO USE THE WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF EASEL HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. In all events, the aggregate liability of Easel, its owners and agents for any reason and upon any cause of action, whether in contract, tort or otherwise, shall not exceed the amount of fees paid by you to Easel during the 3-month period immediately preceding the date on which the applicable claim arose. If you are a resident of the state of New Jersey or otherwise subject to the laws of the state of New Jersey, to the extent the above exclusion of implied warranties or limitation of liability is not allowed or permissible under any New Jersey law or statute, such exclusion and/or limitation, as applicable, shall not apply to you.
UNAVAILABILITY OF SERVICE OR WEBSITE
You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Internet, the Website and/or the Services. While it is Easel's objective to make the Website accessible 24 hours per day, 7 days per week, the Website may be unavailable from time to time for any reason including, without limitation, routine maintenance. In addition, various portions of the Website may operate slowly from time to time, including without limitation access to Listings or Postings. You understand and acknowledge that due to circumstances both within and outside of the control of Easel, access to the Website and/or Services may be interrupted, suspended or terminated from time to time. In particular, and not in limitation of the foregoing, Easel shall not be liable in any way for any delay in responding to an inquiry or question forwarded by you or the effects any delay or unavailability may have on you. YOU AGREE THAT EASEL SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEBSITE AND/OR SERVICE AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE WEBSITE AND/OR SERVICE.
RELEASE AND INDEMNITY
Release. Without limiting the generality of the disclaimers set forth in this Agreement, you hereby waive and release Easel, Easel's licensors, subsidiaries, and affiliates and each of their respective past and present equity owners, directors, managers, members, shareholders, officers, employees, agents, contractors and representatives, successors and assigns (collectively, "Easel Releasees" and individually a "Easel Releasee") from any damages and claims of any sort, whether direct or otherwise, that arise out of or result from your use of the Website, the Website content and any Services offered through the Website, including, without limitation, any dealings or transactions between you and third parties (i) from whom or which you obtain any information, goods, Items or services through the Website, or (ii) to whom or which you sell Items or materials on account of communications initiated through the Website.
Indemnity. You will indemnify and hold harmless the Easel Releasees against any claim or demand made by any third party and any damages, costs, liabilities and expenses, including, without limitation, attorneys' fees, any indemnified party incurs as a result of such a claim or demand arising out of (a) any content you submit or post to or transmit through the Website, (b) your use of or connection to the Website, the Website content or the Services offered through the Website, (c) your violation of this Agreement or your violation of any rights of another person, (d) any activity carried out by another person using your account or password with your knowledge or (e) any product liability or other liability associated with any product, Item or material you purchase from a manufacturer or distributor. You shall, upon the request of Easel or its insurer, take over the defense of any claim against any Easel Releasee without cost or expense to any Easel Releasee, it being understood, however, that each Easel Releasee may retain its own counsel and participate in any such claim for the further protection of its/his/her interests.
THIRD PARTY CONTENT
ERRORS AND DELAYS
Neither Easel, any supplier or licensor or any owner or agent of any such person or entity is responsible for any errors or delays in responding to an inquiry, question or submission, including, without limitation, those caused by (i) an incorrect e-mail address or telephone number provided by you, (ii) the failure of any individual to timely respond to a question or submission, or (iii) technical problems.
DISPUTE RESOLUTION
Any claim or controversy arising out of or relating to the use of the Website, to the goods, programs or services provided by Easel, to any Items purchased through the Website or to any acts or omissions for which you may contend Easel is liable, including but not limited to any claim or controversy as to arbitrability ("Dispute"), shall be finally, and exclusively, settled by arbitration. The arbitration shall be held before one arbitrator under the commercial arbitration rules of JAMS in force at that time. The arbitration shall be venued in Cook County, Illinois. The arbitrator shall be selected pursuant to the JAMS rules. Should no JAMS rule regarding the selection of an arbitrator be in effect, you shall select an arbitrator from a panel of arbitrators acceptable to Easel. The direct costs of arbitration payable to the arbitration service shall be paid by Easel (which excludes, for purposes of clarity, your attorneys' fees and your other expenses associated with the arbitration).
Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction in Cook County, Illinois. The arbitrator shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages, as limited, however, by the Disclaimers and Limitations Section of this Agreement, and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of an arbitration under this Agreement with an arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved.
Should a Dispute arise and should the arbitration provisions herein become inapplicable or unenforceable, or in any instance of any lawsuit between you and Easel, the parties agree that jurisdiction over and venue of any suit shall be exclusively in the state and federal courts sitting in Cook County, Illinois. If either party employs attorneys to enforce any right in connection with any Dispute or lawsuit the prevailing party shall be entitled to recover reasonable attorneys' fees from the non-prevailing party.
MISCELLANEOUS
If you are a resident of the state of New Jersey or otherwise subject to the laws of the state of New Jersey, any limitation of liability, mandatory arbitration, provision which would require one party to pay another party’s attorneys’ fees or legal costs, exclusion of warranties or disclaimers or other provision that is not allowed or permissible under any such law or regulation shall not apply to you. For all other individuals, any limitation of liability, mandatory arbitration, provision which would require one party to pay another party’s attorneys’ fees or legal costs, exclusion of warranties or disclaimers or other provision that is not allowed or permissible under your state laws or regulations shall not apply to you.
This Agreement, together with any other policies or agreements posted at the Website from time to time, constitutes the entire agreement between you and Easel and it supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and Easel with respect to the Website and information, software, products, materials, programs and Services associated with it. Easel and you are intended to be independent contractors, and nothing in this Agreement shall be deemed to establish any relationship of partnership, joint venture, employment, franchise or agency between Easel and you. This Agreement shall be subject to and construed in accordance with the laws of the State of Illinois, excluding its conflict of laws principles. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved.
Consent to Electronic Communications.
By registering via this Website or Service, or by sending e-mails or text messages to us, you are communicating with us electronically. And in doing so, you consent to receive communications from us electronically. We will communicate with you by e-mail, text message, or by posting notices on this Website or Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Easel's contact information, should you need to contact Easel for any reason, is:
Easel, Inc.
655 Deerfield Rd Ste 100 #121
Deerfield, IL 60015
Customer Service: (978) 584-8844
Email: help@easel.com
COPYRIGHT DISPUTE POLICY
Pursuant to our rights under the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, we have designated a copyright agent to receive copyright infringement notices for claims of infringement related to materials found on this Site.
To be effective, your infringement notification must include the following:
Upon receipt of the written notification containing the information as outlined in 1 through 6 above:
DMCA Infringement Counter Notification.
Pursuant to the DMCA, after the alleged infringer receives a notice of infringement from Easel, the alleged infringer will have the opportunity to respond to Easel with a counter notification (“Counter Notification”). To be effective, a Counter Notification must be a written communication provided to Easel ’s designated copyright agent, and must include the following:
Upon the copyright agent’s receipt of a Counter Notification containing the information as outlined in 1 through 4 above, the DMCA provides that the removed material will be restored or access re-enabled and we will comply with this requirement as required by law, provided that the designated agent has not received notice from the original complaining party that an action has been filed seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on our network. Easel's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail:
Copyright Agent
c/o Easel, Inc.
655 Deerfield Rd Ste 100 #121
Deerfield, IL 60015
By phone:
(978) 584-8844
By email:
copyright@easel.com
