Terms of Use

Important: Please read these terms carefully before using our services.

TABULA LLC, doing business as Marcel ("Marcel," "we," "us," or "our"), provides an artwork inventory, record-keeping, title management, authentication, and transaction platform accessible through our website located at marcelhq.com, our application located at app.marcelhq.com, and any successor websites, applications, or related software, databases, and services (collectively, the "Platform"). These Terms of Use ("Terms") constitute a legally binding agreement between you ("you" or "User") and Marcel governing your access to and use of the Platform and all Services (as defined below).

BY CREATING AN ACCOUNT, ACCESSING, OR USING THE PLATFORM IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, OUR PRIVACY POLICY, AND, IF YOU ARE A BUSINESS, ORGANIZATION, OR OTHER LEGAL ENTITY SUBJECT TO DATA PROTECTION LAWS, OUR DATA PROCESSING ADDENDUM IS HEREBY INCORPORATED BY REFERENCE. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

1. Definitions

Capitalized terms used in these Terms have the following meanings:

"Account" means the registered account you create to access and use the Platform.

"Agent" means a User authorized by an Artwork Owner to manage, transfer, consign, or otherwise act on behalf of that Owner with respect to one or more Artworks on the Platform.

"API" means any application programming interface made available by Marcel, if and when provided, that enables programmatic access to the Platform's functionality and data.

"API Key" means the unique authentication credential issued by Marcel to a User for the purpose of accessing an API.

"Artwork" means any work of art, cultural object, or collectible item for which a record is created, maintained, or transacted through the Platform.

"Artwork Owner" or "Owner" means a User who holds title to or possesses an Artwork as reflected in the Platform's records.

"Artwork Record" means the digital record created on the Platform for an Artwork, including but not limited to images, provenance information, condition reports, certificates of title and authenticity, transaction history, and related documentation.

"Artist" means the creator of an Artwork, whether or not such person is a User.

"Authorized User" means any individual whom you have authorized to access and use the Platform through your Account, including your employees, contractors, or agents.

"Beta Features" means any features, functionality, tools, modules, or services designated by Marcel as "alpha," "beta," "preview," "early access," "experimental," "pre-release," or similar labels, whether so labeled within the Platform, in Documentation, or in communications to Users.

"Confidential Information" means all non-public information disclosed by one party to the other in connection with these Terms or the Platform, including business information, User Data, Artwork Records, transaction details, and any information that a reasonable person would understand to be confidential.

"Content" means any text, images, photographs, documents, data, files, or other materials uploaded to, created on, or transmitted through the Platform by or on behalf of a User.

"Data Processing Addendum" or "DPA" means the data processing addendum, currently available here, which governs the processing of Personal Data by Marcel on behalf of business Users who are Controllers under applicable Data Protection Laws..

"Documentation" means any user guides, help articles, FAQs, instructional materials, or other documentation we make available regarding the Platform.

"Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, trade secrets, and any other intellectual property or proprietary rights recognized under the laws of any applicable jurisdiction.

"Payment Services" means the payment processing, collection, and disbursement functionalities made available through the Platform, which may be provided in whole or in part through third-party payment processors.

"Personal Information" has the meaning ascribed to it in our Privacy Policy.

"Privacy Policy" means our privacy policy, currently available here, as updated from time to time.

"Services" means the Platform and all related functionality, including artwork record creation and management, title management, authentication services, record transfer, consignment recording, transaction facilitation, Payment Services, document storage, the API (if and when made available), and any other features or services we make available through the Platform.

"Third-Party Service" means any service, application, website, or platform operated by a third party that integrates with, is accessed through, or is otherwise used in connection with the Platform.

"Transaction" means any sale, purchase, consignment, gift, loan, transfer, or other disposition of an Artwork or Artwork Record facilitated through the Platform.

"Transfer" means the conveyance, assignment, or transfer of an Artwork Record from one User to another through the Platform.

"Transferee" means the User who receives an Artwork Record in a Transfer.

"Transaction Value" means the monetary value associated with a Transaction.

"User" means any individual or entity that creates an Account or accesses or uses the Platform.

"User Data" means all data, Content, and information that you or your Authorized Users upload to, create on, store in, or transmit through the Platform, including Artwork Records and associated documents.

2. Eligibility and Account Registration

2.1 Eligibility

The Platform is not directed to individuals under the age of eighteen (18). You must be at least eighteen (18) years of age and possess the legal capacity to enter into a binding contract to create an Account or use the Platform. By using the Platform, you represent and warrant that you meet these eligibility requirements.

2.2 Account Registration

To access certain features of the Platform, you must register for an Account by providing accurate, current, and complete information as prompted during the registration process. You agree to maintain and promptly update your Account information to keep it accurate, current, and complete.

2.3 Account Security

You are solely responsible for safeguarding the confidentiality of your Account credentials, including your password, and for all activities that occur under your Account or through your Authorized Users. You agree to:

(a) select a sufficiently strong password and protect it from disclosure;

(b) not share your Account credentials with any unauthorized person;

(c) not permit any other person to use your Account credentials unless they are an Authorized User;

(d) immediately notify us at support@MarcelHQ.com if you become aware of any unauthorized use of your Account or any other breach of security; and

(e) accept responsibility for all activities conducted through your Account, whether authorized or unauthorized.

We will not be liable for any loss or damage arising from your failure to comply with this Section 2.3.

2.4 Authorized Users

If you authorize other individuals to access the Platform on your behalf, you are responsible for ensuring that each Authorized User complies with these Terms. Any act or omission of an Authorized User shall be deemed your act or omission for purposes of these Terms. You are directly and fully responsible for any breach of these Terms by your Authorized Users.

3. Grant of License; Use of the Platform

3.1 License Grant

Subject to your compliance with these Terms and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform solely for your internal business or personal purposes in accordance with these Terms and the Documentation.

3.2 Scope of Services

The Platform enables Users to, among other things:

(a) create, view, edit, and manage Artwork Records;

(b) upload images, documents, and other Content associated with Artworks;

(c) Transfer Artwork Records to other Users;

(d) record consignments, gifts, sales, loans, and other dispositions;

(e) facilitate and record Transactions, including collecting payments through Payment Services;

(f) manage provenance, title, and authentication records; and

(g) communicate with other Users in connection with Transactions and Transfers.

We reserve the right to modify, suspend, or discontinue any aspect of the Platform at any time, with or without notice, subject to Section 16.

3.3 Reservation of Rights

We retain all right, title, and interest in and to the Platform, the Documentation, and all related Intellectual Property Rights, including any modifications, updates, enhancements, derivative works, customizations, or other additions. Your rights to use the Platform and Documentation are limited to those expressly granted in these Terms. All rights not expressly granted herein are reserved by us.

3.4 Beta and Pre-Release Features

(a) Availability. Marcel may, from time to time, make Beta Features available to Users for testing, evaluation, and feedback purposes. Access to Beta Features may be offered generally, to a limited group of Users, or upon invitation, at Marcel's sole discretion. Participation in any Beta Feature is entirely voluntary.

(b) "As Is" Basis; No Warranties. BETA FEATURES ARE PROVIDED ON A STRICTLY "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MARCEL MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE FUNCTIONALITY, RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, OR ACCURACY OF ANY BETA FEATURE. Beta Features may contain bugs, errors, defects, or other issues that could cause system failures, data corruption, or data loss. You acknowledge these risks and assume all liability arising from your use of Beta Features.

(c) No Service Level Commitments. Beta Features are not subject to any service level commitments, uptime guarantees, support obligations, or maintenance obligations. Marcel may modify, limit, suspend, or permanently discontinue any Beta Feature at any time, with or without notice, and without any liability to you. Marcel is under no obligation to release a generally available version of any Beta Feature, nor to incorporate any Beta Feature into the Platform.

(d) Feedback. If you use any Beta Feature, you agree to provide feedback, observations, suggestions, bug reports, and other input regarding the Beta Feature upon Marcel's reasonable request ("Beta Feedback"). All Beta Feedback shall be treated as Feedback under Section 7.3, and Marcel shall have the full rights to such Beta Feedback as set forth therein.

(e) Confidentiality. Unless Marcel expressly states otherwise, all Beta Features and all information relating thereto — including their existence, nature, functionality, design, user interface, and performance — constitute Confidential Information of Marcel. You agree not to disclose, publish, blog, screenshot, share, or otherwise communicate any information regarding Beta Features to any third party without Marcel's prior written consent. This obligation applies regardless of whether you are subject to a separate non-disclosure agreement with Marcel.

(f) No Reliance. You shall not rely on Beta Features for any production, commercial, or critical business purpose, including in connection with any Transaction. Any data you input into or generate through Beta Features may be lost, corrupted, or deleted without notice. Marcel strongly recommends that you maintain independent backups of any data used in connection with Beta Features.

(g) Limitation of Liability for Beta Features. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MARCEL NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF OR INABILITY TO USE ANY BETA FEATURE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, LOSS OF DATA, LOSS OF BUSINESS, OR LOSS OF PROFITS, REGARDLESS OF THE THEORY OF LIABILITY. THIS LIMITATION APPLIES IN ADDITION TO, AND NOT IN LIEU OF, THE LIMITATIONS SET FORTH IN SECTION 13.

(h) Termination of Beta Access. Marcel may terminate your access to any Beta Feature at any time, for any reason or no reason, without notice. Upon termination of access to a Beta Feature, you must immediately cease all use of such Beta Feature and, if applicable, delete any Beta Feature software, materials, or data in your possession.

3.5 API Access and Use

(a) Availability. Marcel may, in its sole discretion, make an API available to Users to enable programmatic access to certain Platform functionality. The terms of this Section 3.5 shall apply if and when API access is made available. Marcel is under no obligation to make an API available, and may modify, suspend, or discontinue API access at any time.

(b) API License. Subject to your compliance with these Terms and any additional API-specific documentation, guidelines, or policies published by Marcel (collectively, "API Documentation"), Marcel grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the API solely for the purpose of integrating the Platform's functionality with your own internal systems or authorized applications, in accordance with the API Documentation.

(c) API Key Management. To access the API, you must obtain an API Key from Marcel. You are solely responsible for maintaining the confidentiality and security of your API Key and for all activities that occur using your API Key. You must not share, publish, embed in client-side code, or otherwise expose your API Key. If you believe your API Key has been compromised, you must notify Marcel immediately at support@MarcelHQ.com and regenerate your API Key. Marcel reserves the right to revoke or rotate API Keys at any time for security purposes.

(d) Rate Limits and Usage Restrictions. Marcel may impose rate limits, call quotas, payload size restrictions, or other technical limitations on API usage, as specified in the API Documentation. You agree not to exceed any such limits and to implement appropriate throttling and error-handling mechanisms in your applications. Marcel reserves the right to throttle, suspend, or block API access if your usage exceeds applicable limits or otherwise threatens the performance, security, or availability of the Platform.

(e) Prohibited API Uses. In addition to the restrictions set forth in Section 4, you agree not to:

(i) use the API to create a product or service that competes with the Platform;

(ii) use the API to aggregate, scrape, harvest, or extract data from the Platform for purposes not authorized by Marcel;

(iii) sublicense, redistribute, or make the API (or any data obtained through the API) available to third parties except as expressly authorized by Marcel;

(iv) use the API in any manner that circumvents security controls, authentication mechanisms, or usage limits;

(v) interfere with or disrupt the API or the servers or networks connected to the API;

(vi) access or attempt to access any data through the API to which you have not been granted access; or

(vii) cache, store, or persist data obtained through the API beyond the retention periods specified in the API Documentation, unless you have an independent lawful basis to retain such data.

(f) API Modifications. Marcel may modify, update, or deprecate any API endpoint, function, or feature at any time. Marcel will use commercially reasonable efforts to provide at least thirty (30) days' advance notice of material, backwards-incompatible changes to the API via the API Documentation, developer communications, or the Platform. However, Marcel may make changes without advance notice where necessary for security, legal compliance, or to prevent abuse.

(g) API Disclaimers. THE API IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MARCEL DOES NOT WARRANT THAT THE API WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT IT WILL MEET YOUR SPECIFIC REQUIREMENTS. THE API IS NOT SUBJECT TO ANY SERVICE LEVEL AGREEMENT UNLESS EXPRESSLY AGREED IN A SEPARATE WRITTEN AGREEMENT.

(h) API Suspension and Revocation. Marcel may immediately suspend or permanently revoke your API access, with or without notice, if: (i) you breach any provision of these Terms or the API Documentation; (ii) your use of the API poses a security risk to the Platform or other Users; (iii) your use of the API may subject Marcel or any third party to liability; or (iv) Marcel discontinues the API. Upon suspension or revocation, you must immediately cease all use of the API and delete any cached or stored data obtained through the API except as required by law.

(i) Data Handling. Any User Data or Personal Information accessed through the API remains subject to these Terms, the Privacy Policy, and the Data Processing Addendum. You agree to implement and maintain appropriate technical and organizational measures to protect any data obtained through the API and to comply with all applicable data protection laws in connection with your use of such data.

(j) Attribution. You agree to include in any application or service that integrates with the API such attribution notices as Marcel may reasonably require in the API Documentation.

4. Use Restrictions

4.1 Prohibited Conduct

You agree not to, and not to permit any Authorized User or third party to:

(a) use the Platform for any purpose that is unlawful, fraudulent, deceptive, or harmful;

(b) use the Platform to infringe, misappropriate, or violate any third party's Intellectual Property Rights, privacy rights, or other legal rights;

(c) upload, transmit, or otherwise make available any Content that is defamatory, obscene, abusive, threatening, harassing, hateful, or discriminatory;

(d) upload, transmit, or introduce any virus, worm, Trojan horse, malware, or other code that is harmful, disruptive, or destructive;

(e) interfere with, disrupt, degrade, or impair the Platform's performance, security, or availability, or the access of other Users;

(f) circumvent, disable, or interfere with any security, authentication, or technological features of the Platform;

(g) probe, scan, or test the vulnerability of the Platform or any associated network or system, or breach any security or authentication measures;

(h) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Platform or any component thereof;

(i) copy, reproduce, modify, translate, adapt, or create derivative works of the Platform or any component thereof;

(j) rent, lease, loan, sublicense, distribute, or otherwise make the Platform available to any third party, or use the Platform to operate a service bureau or similar service for the benefit of third parties;

(k) remove, alter, or obscure any copyright, trademark, or other proprietary notice displayed on or within the Platform;

(l) use the Platform to send unsolicited commercial communications (spam) or to collect the Personal Information of other Users without their consent;

(m) impersonate any person or entity, or misrepresent your affiliation with any person or entity;

(n) use the Platform to engage in money laundering, terrorist financing, sanctions evasion, or any activity prohibited by applicable anti-money laundering or sanctions laws;

(o) use the Platform to transact in stolen, looted, illegally exported, or otherwise unlawfully obtained Artworks;

(p) provide false, misleading, or inaccurate information regarding any Artwork, including its provenance, condition, authenticity, or ownership;

(q) use automated means, including bots, crawlers, or scrapers, to access the Platform or extract data therefrom without our prior written consent; or

(r) encourage or assist any third party in doing any of the foregoing.

4.2 Enforcement

We reserve the right, but are not obligated, to monitor use of the Platform for compliance with these Terms. We may, in our sole discretion and without prior notice, investigate any suspected violations and take any action we deem appropriate, including suspending or terminating your Account, removing Content, restricting access to features, or reporting violations to law enforcement authorities.

5. User Content and Data

5.1 Ownership of User Data

As between you and Marcel, you retain all right, title, and interest in and to your User Data, including all Intellectual Property Rights therein. Nothing in these Terms transfers any ownership of your User Data to us.

5.2 License to User Data

By uploading, creating, or transmitting User Data through the Platform, you grant Marcel a limited, non-exclusive, worldwide, royalty-free license to use, store, reproduce, display, process, and transmit your User Data solely to the extent necessary to:

(a) provide, operate, maintain, and improve the Platform and Services;

(b) facilitate Transactions, Transfers, and other activities you initiate or authorize;

(c) generate certificates of title, authenticity, or provenance at your direction;

(d) comply with applicable law, regulation, or legal process; and

(e) enforce these Terms and protect the rights, property, or safety of Marcel, our Users, or the public.

This license does not grant us the right to sell your User Data or to use it for purposes unrelated to the provision of the Platform and Services, except in anonymized and aggregated form as described in Section 5.4.

5.3 Your Representations Regarding Content

You represent and warrant that:

(a) you own or have obtained all necessary rights, licenses, consents, and permissions to upload, create, and transmit your User Data through the Platform;

(b) your User Data does not infringe, misappropriate, or violate any third party's Intellectual Property Rights, privacy rights, or other legal rights;

(c) you have the authority to grant the license described in Section 5.2;

(d) any information you provide regarding any Artwork, including its provenance, condition, authenticity, and ownership, is accurate and complete to the best of your knowledge; and

(e) if your User Data contains Personal Information of third parties, you have obtained all necessary consents to provide such information to us in accordance with our Privacy Policy and all applicable data protection laws.

5.4 Aggregated and Anonymized Data

We may create anonymized and aggregated data derived from your use of the Platform and User Data ("Aggregated Data"). Aggregated Data will not identify you, any specific User, or any specific Artwork. We may use Aggregated Data for any lawful business purpose, including to analyze usage trends, improve the Platform, and compile industry reports, and this right shall survive termination of these Terms.

5.5 Data Portability

You may export your User Data at any time through the export tools available within the Platform, subject to any technical limitations. Upon termination of your Account, you may request an export of your User Data in accordance with Section 11.

5.6 Artwork Record Integrity

You acknowledge that the accuracy and completeness of Artwork Records depend on the information provided by Users. Marcel does not independently verify the accuracy, authenticity, or legitimacy of any information contained in Artwork Records, and we disclaim all liability arising from inaccuracies or omissions in such information. Marcel reserves the right, but has no obligation, in its sole discretion to hide, suspend, merge, or delete duplicate or disputed Artwork Records. Marcel will not act as a mediator in title disputes and may require Users to resolve ownership disputes legally before restoring access to a disputed Record.

5.7 Transferred and Shared Records
The core functionality of the Platform involves the creation, sharing, and Transfer of Artwork Records and transaction histories. You acknowledge and agree that if you Transfer an Artwork Record to another User, share User Data with another User, or participate in a recorded Transaction, that data becomes part of the permanent provenance and historical record of the Platform.  Notwithstanding anything to the contrary in these Terms or our Privacy Policy, if you terminate your Account or request deletion of your User Data, Marcel is not obligated to delete, hide, or alter any Artwork Records, Content, or transaction histories that you have Transferred to another User, shared with another User, or that are required to maintain the integrity of another User's inventory or title records. Upon Transfer, the receiving User assumes control over the Transferred Artwork Record.

6. Transactions and Payment Services

6.1 Facilitation of Transactions

The Platform may enable Users to facilitate Transactions, including sales, consignments, gifts, loans, and Transfers of Artwork Records. You acknowledge and agree that:

(a) Marcel acts solely as a technology platform facilitating Transactions between Users and is not a party to any Transaction;

(b) Marcel does not act as an agent, broker, auctioneer, fiduciary, or intermediary for any User in connection with any Transaction, unless expressly stated otherwise in a separate written agreement;

(c) you are solely responsible for determining the terms, pricing, and conditions of any Transaction in which you participate;

(d) Marcel makes no representation or warranty regarding the authenticity, quality, condition, legality, value, or title of any Artwork transacted through the Platform; and

(e) you are solely responsible for all interactions, negotiations, and disputes with other Users, and Marcel has no obligation to mediate or resolve any such disputes.

6.2 Payment Services

The Platform may offer Payment Services to facilitate the collection and disbursement of funds in connection with Transactions. Payment Services may be provided in whole or in part by third-party payment processors. By using Payment Services, you agree to:

(a) comply with the terms and conditions of any third-party payment processor, which may be presented to you separately;

(b) provide accurate and complete payment and financial information as required;

(c) authorize Marcel and its third-party payment processors to process payments, collect funds, and disburse proceeds in connection with your Transactions;

(d) pay all applicable fees, commissions, and charges as disclosed to you in connection with the Transaction; and

(e) be solely responsible for all taxes, duties, levies, and other governmental charges arising from your Transactions, including income taxes, sales taxes, value-added taxes, and withholding obligations in all applicable jurisdictions.

6.3 No Endorsement

Marcel does not endorse, verify, or guarantee the creditworthiness, identity, or suitability of any User. You assume all risk associated with any Transaction you conduct through the Platform.

6.4 Transaction Fees

Marcel may charge fees, commissions, or other charges in connection with Transactions, Payment Services, or other features of the Platform. Such fees will be disclosed to you prior to completion of the applicable Transaction or service. All fees are non-refundable except as expressly stated in these Terms or as required by applicable law.

6.5 Compliance with Transaction Laws

You are solely responsible for ensuring that your Transactions comply with all applicable laws and regulations, including but not limited to anti-money laundering laws, sanctions regulations, export control laws, tax laws, and any laws governing the sale or transfer of cultural property or artworks in the applicable jurisdictions. Marcel is not responsible for your compliance with any such laws.

7. Intellectual Property

7.1 Marcel's Intellectual Property

The Platform, including all software, code, algorithms, user interfaces, designs, graphics, trademarks, service marks, trade names, logos, and other materials constituting or embodied in the Platform, are owned by or licensed to Marcel and are protected by applicable Intellectual Property Rights. These Terms do not convey to you any ownership interest in or to the Platform.

7.2 Trademarks

"Marcel," "MarcelHQ," the Marcel logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Tabula LLC or its affiliates. You may not use such marks without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos appearing on the Platform are the property of their respective owners.

7.3 Feedback

If you provide us with any suggestions, ideas, feedback, recommendations, or other input regarding the Platform ("Feedback"), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, transferable, sublicensable license to use, reproduce, modify, adapt, publish, distribute, create derivative works from, and otherwise exploit such Feedback for any purpose without restriction, compensation, or attribution to you. You acknowledge that we are not obligated to implement any Feedback.

7.4 Digital Millennium Copyright Act (DMCA) Notice

We respect the Intellectual Property Rights of others. If you believe that Content available on the Platform infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our designated copyright agent with the following information in writing:

(a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

(b) identification of the copyrighted work claimed to have been infringed;

(c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material on the Platform;

(d) your contact information, including your address, telephone number, and email address;

(e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) a statement, made under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.

Our designated agent for notice of claims of copyright infringement can be reached at:

Tabula LLC
Attn: DMCA Agent
311 East Broadway, 3rd Floor, New York, NY 10002
Email: support@MarcelHQ.com

We reserve the right to remove Content alleged to be infringing without prior notice and at our sole discretion, and to terminate the Accounts of repeat infringers.

8. Privacy and Data Protection

8.1 Privacy Policy

Our collection, use, storage, and disclosure of Personal Information are governed by our Privacy Policy. By using the Platform, you acknowledge that you have read and understood our Privacy Policy and consent to the practices described therein.

8.2 Data Processing Addendum

If you are a business, organization, gallery, or other legal entity acting as a "Controller" under applicable Data Protection Laws, our Data Processing Addendum (the "DPA") applies to Marcel's processing of Personal Data on your behalf and is incorporated by reference into these Terms. The DPA does not apply to individuals using the Platform strictly for personal, non-commercial purposes. In the event of a conflict between the body of these Terms and the DPA with respect to data processing matters, the DPA shall prevail.

8.3 Data Security

We implement and maintain reasonable administrative, technical, and physical safeguards designed to protect User Data from unauthorized access, use, alteration, or destruction, including end-to-end encryption and regular third-party security audits, as further described in our Privacy Policy. However, no method of transmission over the Internet or method of electronic storage is completely secure, and we cannot guarantee absolute security.

8.4 Data Breach Notification

In the event of a data breach affecting your Personal Information, we will notify affected Users without undue delay and, where legally required and technically feasible, within the timeframes mandated by applicable law..

8.5 Cross-Border Data Transfer

The Platform is controlled and operated from the United States. If you access the Platform from outside the United States, you acknowledge and consent to the transfer, storage, and processing of your User Data in the United States and potentially other countries, which may have data protection laws that differ from those in your jurisdiction. We will take reasonable steps to ensure that your User Data is treated securely and in accordance with these Terms and our Privacy Policy, regardless of where it is processed. Where such transfer constitutes a Restricted Transfer under applicable Data Protection Laws, the mechanisms described in the Data Processing Addendum shall apply.

8.6 Your Data Protection Obligations

If you upload, store, or transmit Personal Information of third parties through the Platform, you represent and warrant that you have obtained all necessary consents, authorizations, and legal bases required under applicable data protection laws (including, where applicable, the General Data Protection Regulation, the UK Data Protection Act, the California Consumer Privacy Act, and any other applicable data protection legislation) to provide such information to us and to permit its processing as contemplated by these Terms, the Privacy Policy, and the Data Processing Addendum.

8.7 Sensitive Information

You agree not to upload or transmit any sensitive Personal Information through the Platform (e.g., social security numbers, information related to racial or ethnic origin, political opinions, religion, health, or criminal history), except to the extent specifically requested by the Platform in connection with identity verification or regulatory compliance, in which case such information may be collected and processed by our third-party service providers in accordance with their own privacy policies.

9. Third-Party Services

9.1 Third-Party Integrations

The Platform may integrate with or link to Third-Party Services, including payment processors, electronic signature providers, identity verification services, and other tools. Your use of any Third-Party Service is subject to that third party's own terms and conditions and privacy policy, and Marcel is not responsible for the practices, availability, content, or security of any Third-Party Service.

9.2 No Endorsement

The inclusion of any link to or integration with a Third-Party Service does not imply endorsement, sponsorship, or recommendation by Marcel. We are not liable for any loss or damage arising from your use of any Third-Party Service.

9.3 Third-Party Content

Content provided by third parties, including other Users, is not verified, endorsed, or guaranteed by Marcel. You acknowledge that you may encounter Content that you find objectionable, inaccurate, or misleading. Under no circumstances will Marcel be liable for any third-party Content, including errors, omissions, or any loss or damage of any kind incurred as a result of the use of such Content.

10. Fees and Payment

10.1 Subscription Fees

Access to certain features of the Platform may require payment of subscription fees or other charges ("Fees"). The applicable Fees, billing frequency, and payment terms will be as presented to you at the time of purchase or in a service order or similar document. All Fees are stated in United States dollars unless otherwise specified.

10.2 Payment Authorization and Auto-Renewal
By providing a payment method, you authorize us (or our third-party payment processor) to charge you the applicable Fees on a recurring basis in accordance with your selected billing cycle. Your subscription will automatically renew for successive periods of the same duration (e.g., monthly or annually) at the then-current rate, unless you cancel your subscription prior to the end of the current billing cycle. You are responsible for keeping your payment information current and accurate. If your payment method fails or your Account is past due, we may suspend or restrict your access to the Platform until payment is received.

10.2.1 Cancellation of Auto-Renewal. 

You may cancel your subscription at any time through your Account settings on the Platform or by contacting us at support@MarcelHQ.com. To avoid being charged for the next billing cycle, you must cancel at least twenty-four (24) hours before your current subscription period expires. If you cancel, you will continue to have access to the paid features through the end of your current billing cycle, but no refunds will be issued for prepaid amounts.

10.3 Fee Changes

We may change the Fees at any time upon no less than thirty (30) days' prior written notice (which may be provided by email or through the Platform). Fee changes will take effect at the beginning of your next billing cycle following such notice. Your continued use of the Platform after a Fee change takes effect constitutes your acceptance of the new Fees.

10.4 Taxes

All Fees are exclusive of applicable taxes, duties, levies, and similar governmental charges. You are responsible for all applicable taxes arising from your use of the Platform, except for taxes based on Marcel's net income. If Marcel is required to collect or remit any taxes on your behalf, such taxes will be added to your invoice and you will pay them unless you provide a valid tax exemption certificate.

10.5 Late Payment

Any amounts not paid when due will bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less. You will reimburse Marcel for all reasonable costs and expenses (including attorneys' fees) incurred in collecting any overdue amounts.

10.6 No Refunds

Unless otherwise expressly stated in these Terms or required by applicable law, all Fees are non-refundable. No refunds or credits will be provided for partial billing periods, downgrades, or unused features.

10.7 Free Trials and Promotional Offers

We may, from time to time, offer free trials, promotional pricing, or discount codes. Such offers are subject to any additional terms presented at the time of the offer. We reserve the right to modify, limit, or discontinue any free trial or promotional offer at any time. Upon expiration of a free trial, your Account will be charged the applicable Fees unless you cancel before the trial period ends.

You acknowledge and agree that Marcel may participate in affiliate, influencer, or partner marketing programs. If you register for an Account or purchase a subscription using a discount code, referral link, or promotional offer provided by a third-party partner, influencer, or advertiser, we reserve the right to pay a portion of the revenue, Fees, or proceeds generated from your Account to that third party as a commission or referral fee. Your use of a promotional code or referral link does not alter your obligations under these Terms, nor does it create any relationship or obligation between you and the referring third party with respect to your Account or User Data.

11. Term and Termination

11.1 Term

These Terms take effect when you first access or use the Platform and continue until terminated in accordance with this Section 11.

11.2 Termination by You

You may terminate your Account at any time by providing written notice to us at support@MarcelHQ.com or through the Billing & Subscription page on the Platform. Termination will take effect at the end of your then-current billing period, and you will remain responsible for all Fees incurred through the effective date of termination.

11.3 Termination by Marcel

We may suspend or terminate your Account or access to the Platform, in whole or in part, at any time and for any reason, including without limitation if:

(a) you breach any provision of these Terms and fail to cure such breach within fifteen (15) days of receiving written notice (or immediately if the breach is not curable);

(b) you fail to pay any Fees when due;

(c) your conduct, in our sole judgment, poses a risk to the security, integrity, or reputation of the Platform or other Users;

(d) we are required to do so by law, regulation, or court order;

(e) you become subject to insolvency proceedings, bankruptcy, receivership, or dissolution; or

(f) we discontinue the Platform or any material portion thereof.

11.4 Effect of Termination

Upon termination of your Account for any reason:

(a) all rights and licenses granted to you under these Terms will immediately cease;

(b) you must immediately cease all use of the Platform;

(c) you will remain liable for all Fees, charges, and other amounts accrued prior to termination;

(d) Sections 1, 4, 5.1, 5.3, 5.4, 7, 8, 12, 13, 14, 15, and 17 through 20, and Exhibit A (to the extent applicable), will survive termination;

(e) we will make your User Data available for export for a period of thirty (30) days following the effective date of termination, after which we may delete your User Data from our active systems (residual copies in backup systems may persist for a reasonable period thereafter); and

(f) any pending Transactions initiated prior to termination will be processed to completion, and applicable rights and obligations of the parties with respect to such Transactions will survive termination.

11.5 Suspension

We may, in our sole discretion, temporarily suspend your access to the Platform, in whole or in part, in lieu of termination if we determine that suspension is a proportionate response to a violation or concern. Suspension will be to the minimum extent and duration necessary to resolve the issue, and we will use reasonable efforts to notify you of the reason for suspension.

12. Disclaimers

12.1 Platform Provided "As Is"

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MARCEL EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT.

12.2 No Guarantee of Availability

WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY SPECIFIC RESULTS.

12.3 Artwork and Transaction Disclaimers

MARCEL DOES NOT VERIFY, AUTHENTICATE, APPRAISE, OR EVALUATE ANY ARTWORK OR ARTWORK RECORD. MARCEL MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AUTHENTICITY, QUALITY, CONDITION, PROVENANCE, LEGALITY, VALUE, OR TITLE OF ANY ARTWORK LISTED, RECORDED, OR TRANSACTED THROUGH THE PLATFORM. ANY RELIANCE YOU PLACE ON INFORMATION CONTAINED IN ARTWORK RECORDS OR PROVIDED BY OTHER USERS IS STRICTLY AT YOUR OWN RISK.

12.4 Payment Services Disclaimer

MARCEL IS NOT A BANK, FINANCIAL INSTITUTION, OR MONEY SERVICES BUSINESS. PAYMENT SERVICES ARE PROVIDED BY THIRD-PARTY PAYMENT PROCESSORS, AND MARCEL DISCLAIMS ALL LIABILITY FOR THE ACTS OR OMISSIONS OF SUCH PROCESSORS, INCLUDING WITHOUT LIMITATION ANY ERRORS, DELAYS, OR FAILURES IN PROCESSING PAYMENTS, AND ANY UNAUTHORIZED TRANSACTIONS.

12.5 Third-Party Disclaimer

MARCEL DISCLAIMS ALL LIABILITY FOR THE ACTS, OMISSIONS, CONTENT, PRODUCTS, OR SERVICES OF ANY THIRD PARTY, INCLUDING OTHER USERS, THIRD-PARTY SERVICE PROVIDERS, AND LINKED WEBSITES.

13. Limitation of Liability

13.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MARCEL, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, REPUTATION, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PLATFORM, OR ANY TRANSACTION, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF MARCEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Limitation of Liability Amount

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MARCEL'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO MARCEL FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00). 

13.3 Specific Cap for Data Protection Claims

NOTWITHSTANDING SECTION 13.2, FOR CLAIMS ARISING SOLELY OUT OF MARCEL'S BREACH OF SECTION 8 (PRIVACY AND DATA PROTECTION) OR THE DATA PROCESSING ADDENDUM, MARCEL'S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THREE (3) TIMES THE AMOUNT YOU PAID TO MARCEL FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED U.S. DOLLARS ($500.00). (Note: Some jurisdictions do not allow certain limitations of liability; in such cases, our liability will be limited to the fullest extent permitted by applicable law).

13.4 Essential Basis of the Bargain

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 13 REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MARCEL. THE PLATFORM WOULD NOT BE PROVIDED TO YOU WITHOUT THESE LIMITATIONS.

13.5 Exceptions

NOTHING IN THESE TERMS WILL LIMIT OR EXCLUDE LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

13.6 Applicability to Transactions

WITHOUT LIMITING THE FOREGOING, MARCEL SHALL HAVE NO LIABILITY FOR ANY DISPUTE, CLAIM, LOSS, OR DAMAGE ARISING FROM OR RELATING TO ANY TRANSACTION BETWEEN USERS, INCLUDING ANY DISPUTE REGARDING THE AUTHENTICITY, CONDITION, TITLE, QUALITY, OR VALUE OF ANY ARTWORK.

14. Indemnification

14.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless Marcel, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) your use or misuse of the Platform;

(b) your User Data, Content, or Artwork Records, including any allegation that such materials infringe, misappropriate, or violate any third party's Intellectual Property Rights, privacy rights, or other rights;

(c) any Transaction you enter into through the Platform, or any dispute between you and another User or third party;

(d) your breach or alleged breach of these Terms;

(e) your violation of any applicable law, rule, or regulation;

(f) your breach of any representation or warranty made by you in these Terms;

(g) any claim that you lack the authority or right to upload, transfer, sell, consign, gift, loan, or otherwise dispose of any Artwork or Artwork Record; or

(h) any negligence or willful misconduct by you or your Authorized Users.

14.2 Procedure

Marcel will promptly notify you of any claim subject to indemnification (provided that failure to do so will not relieve your obligations except to the extent you are materially prejudiced). You will assume the defense of such claim at your sole expense with counsel reasonably acceptable to Marcel. Marcel may participate in the defense at its own expense and with counsel of its own choosing. You will not settle any claim without Marcel's prior written consent, which will not be unreasonably withheld.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at support@MarcelHQ.com and attempt to resolve the dispute informally for a period of at least thirty (30) days. Most concerns can be resolved quickly and to the satisfaction of both parties through informal negotiation.

15.2 Binding Arbitration

If the dispute is not resolved informally within thirty (30) days, any controversy, claim, or dispute arising out of or relating to these Terms or the Platform, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be New York, New York, United States. The language of the arbitration shall be English. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

15.3 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND MARCEL EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. DISPUTES MUST BE RESOLVED ON AN INDIVIDUAL BASIS. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PERSON OR PARTY.

15.4 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Intellectual Property Rights, Confidential Information, or to enforce the provisions of Section 4 (Use Restrictions). Additionally, claims of a value not exceeding ten thousand United States dollars (US$10,000) may be brought in the small claims court of competent jurisdiction.

15.5 International Users

If you are located outside the United States and mandatory consumer protection laws in your jurisdiction require a different dispute resolution mechanism, such requirements shall apply to the extent required by applicable law. Nothing in these Terms shall deprive you of the protection of mandatory provisions of the law of the jurisdiction in which you are resident.

16. Modifications to Terms and Platform

16.1 Modifications to Terms

We may modify these Terms at any time by posting the revised Terms on the Platform and updating the "Last Updated" date. If a modification materially changes your rights or obligations, we will provide you with at least thirty (30) days' prior notice by email or through the Platform before the changes take effect. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must cease using the Platform and terminate your Account before the effective date of the changes.

16.2 Modifications to Platform

We may modify, update, or discontinue any feature or functionality of the Platform at any time. We will use reasonable efforts not to materially reduce the core functionality of the Platform during your active subscription term without providing advance notice. We will not be liable to you for any modification, suspension, or discontinuation of the Platform.

17. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Platform shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

18. Confidentiality

18.1 Obligations

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such Confidential Information solely for the purpose of performing its obligations and exercising its rights under these Terms. Neither party will disclose the other party's Confidential Information to any third party, except to its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

18.2 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without restriction prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

18.3 Compelled Disclosure

A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing party (to the extent legally permitted) gives the other party prompt written notice and reasonable assistance in seeking a protective order.

18.4 Collection Privacy

Consistent with our Privacy Policy, Marcel will not disclose information about your collection, inventory, or Artworks to the public or third parties except: (a) as you expressly direct or authorize; (b) as required by law or regulation; (c) as necessary to facilitate a Transaction you initiate; or (d) in anonymized and aggregated form.

19. General Provisions

19.1 Entire Agreement

These Terms, together with the Privacy Policy, the Data Processing Addendum, and any service orders, subscription agreements, or other documents expressly incorporated by reference, constitute the entire agreement between you and Marcel with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, warranties, and understandings.

19.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed, and the remaining provisions will continue in full force and effect.

19.3 Waiver

No failure or delay by Marcel in exercising any right, power, or remedy under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

19.4 Assignment

You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder without our prior written consent. Marcel may freely assign these Terms in whole or in part, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without your consent. Any purported assignment in violation of this Section is void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

19.5 Force Majeure

Neither party will be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, epidemics, pandemics, government orders, cyber-attacks, power failures, telecommunications failures, or other events of force majeure. The affected party will use commercially reasonable efforts to mitigate the impact of such event and resume performance as soon as practicable.

19.6 Notices

All notices required or permitted under these Terms must be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed email; or (c) sent by nationally recognized overnight courier, addressed to Marcel at support@MarcelHQ.com (or such other address as Marcel may designate), or to you at the email address associated with your Account. It is your responsibility to keep your Account email address current.

19.7 No Agency or Partnership

Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and Marcel. Neither party has the authority to bind the other or incur obligations on behalf of the other.

19.8 Third-Party Beneficiaries

These Terms do not confer any rights or remedies upon any person or entity other than the parties hereto and the Indemnified Parties identified in Section 14.

19.9 Headings

The headings in these Terms are for convenience only and have no legal or contractual effect.

19.10 Language

These Terms are drafted in the English language. If these Terms are translated into any other language, the English version shall prevail to the extent of any inconsistency.

19.11 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the Department of State. You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which export of the Platform is prohibited, and are not on any government restricted parties list.

20. Contacting Us

If you have any questions about these Terms, please contact us at:

Tabula LLC (d/b/a Marcel)
Email: support@MarcelHQ.com
Website: MarcelHQ.com

Email communications aren’t always secure; so please don’t include credit card information or sensitive information in your emails to us.