PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Welcome to Galiatea Inc., the online curated platform for buyers looking for socially conscious, exceptionally designed furniture and home décor.  Please read on to learn the rules and restrictions that govern your use of our Galiatea website (www.galiatea.com) (including all data, contents and computer code contained on or transmitted from these websites), products, services, and applications (collectively, the “Services”). These terms of service (the “Terms of Service” or “TOS”) are a binding contract between you and Galiatea Inc. (referred to herein as “Galiatea,” “we,” “us,” and “our”). These TOS include the terms in this document, as well as those in the Privacy Policy (http://www.galiatea.com/privacy-policy/) and Trademark Policy ([insert web address]), which are both hereby incorporated by reference herein.  By using and accessing the Services, you have read, understood and agree to be bound by and comply with these TOS.

For purposes of these TOS, "you" shall mean either you as an individual or the entity or person on whose behalf you are accepting these TOS. You represent that you are authorized to accept these TOS on your own behalf, or have authority to bind the entity which you represent to these TOS.

Modifications to the Services

We are constantly trying to improve the Services, so these TOS may need to change along with the Services.  Accordingly, Galiatea reserves the right to change or modify the Services (including any Memberships described below), any of the terms and conditions contained in these TOS and/or Membership Agreement, or any policy governing the Services at any time.

You are responsible for regularly reviewing any updates to these TOS at www.galiatea.com. If you do not agree with the new TOS, you are free to reject it; unfortunately, that means you will no longer be able to use the Services.  If you use the Services, or indicate acceptance, in any way after a change to the TOS is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these TOS will be effective unless in writing and signed by both you and us.

Use of the Services

As a condition of using the Services you represent and warrant that you are at least sixteen (16) years of age.  You may use the Services in one or more of the following capacities: an interior designer, architect, artisan, realtor, dealer, or brand who wishes to purchase Goods (defined below) via the Services and have been approved by Galiatea, such approval may be withheld in Galiatea’s sole discretion (collectively, "Buyers").  All users of the Services, including, without limitation Buyers, are collectively the "Users").

Galiatea reserves the right to cease offering the Services at any time, or to suspend, or otherwise refuse the Services to, any User at any time.

Program Overview

Galiatea’s Trade Program provides Buyers that are corporate entities with certain benefits such as discounts (up to 30% off of list price in some instances), early access to new products, launches and events.

Account Set Up and Data

In order to use the Services, you will be required to sign up for an account, select a password and user name and provide certain additional information about you to create your account ("Account Data"). You may not select as your user name a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You promise to provide us with accurate, complete and updated Account Data and to keep your Account Data accurate and current at all times. You may review or edit your account or the information contained therein at any time by logging in to your account at www.galiatea.com.  Each Buyer is responsible for adding authorized Users to its account, and issuing Account Data.

You consent to the collection and use of your Account Data and certain other information in accordance with our Privacy Policy located at http://www.galiatea.com/privacy-policy/, which is hereby incorporated by reference into these TOS.

You are responsible for the safekeeping of your password and account and are responsible for all activities, purchases that occur under your password or account. You also agree that we will not be liable for any loss or damage arising from your failure to keep your password secure.

We do not knowingly collect or solicit personally identifiable information from children under 16; if you are a child under 16, please do not attempt to register for the Services or send any personal information about yourself to us.  If we learn we have collected personal information from a child under 16, we will delete that information as quickly as possible. If you believe that a child under 16 may have provided us personal information, please contact us at support@galiatea.com.

For Buyers

Certain of the Services may allow you to purchase certain furniture, home décor, decorative accessories, and similar merchandise (collectively, the “Goods”) using the Services. If you purchase any Goods using the Service:

• You agree to pay the amount listed and any all other disclosed amounts, such as taxes, duties, costs and expenses. You agree that you are responsible for all payments and taxes associated with your use of the Services.
• You agree that we can automatically charge your credit card during the purchase process. All amounts are in US Dollars only.
• For orders with a total purchase price (exclusive of tax, duties, shipping) under $10,000, Buyer agrees to pay all amounts associated with the order at the time such order is placed.
• For orders with a total purchase price (exclusive of tax, duties, shipping) above $10,000, Buyer may elect to pay 50% of the purchase price at the time of placing the order, and the balance of what is owed (50% of the purchase price, taxes, shipping fees, and other fees). If Buyer does so elect said 50/50 method of payment, Buyer agrees and acknowledges that no product(s) that are part of the order shall be manufactured until the initial 50% payment is received, and further agrees and acknowledges that no product(s) that are part of the order shall be shipped until the balance of the payment owed (50% of the purchase price, taxes, shipping fees, and other fees) is received by Galiatea.  Buyer may, alternatively, pay in full at the time of ordering.

For certain transactions, we may offer a Return Policy.  More details on the applicable Return Policy for the service that you are using, if any, can be found here, www.galiatea.com.  Except for the Return Policy, all fees and charges are nonrefundable.

If you have any claims or disputes regarding any Goods on the Service, please contact us at support@galiatea.com, and we will use reasonable efforts to facilitate the communication and resolution of such claims or disputes.  You agree and acknowledge that while Galiatea may assist with resolving your claims or disputes regarding any Goods on the Services, the ultimate resolution of any such claims or disputes will be at the sole discretion of Galiatea.

Content on the Services

For the purposes of this TOS, any graphics, text, information, links, profiles, audio, video, photos, Software (as defined below), music, sounds, video, comments, messages, tags, Submissions (as defined below), or similar materials appearing in or on the Service shall be collectively referred to as “Content”.  Galiatea owns, controls, or has a license to all necessary rights to the Content that we post or submit to our website for use on the Service. If you are a Buyer, you agree that you, and if applicable, your respective affiliates, successors and assigns are under an obligation of confidentiality with respect to any such Content and that, neither you nor any other Users authorized to use your Account may not use, disclose, re-post on third party websites, copy, create derivative works, or distribute our Content without our written consent.

Please Don't Abuse Others or Our Services 

For the purposes of this TOS, suggestions, Feedback (as defined below), information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials similar thereto shall be referred to as “Submissions”.  You agree to not distribute, upload, post, transmit, make available, or otherwise publish through the Service any Content that:

• is unlawful or encourages another to engage in anything unlawful;
• contains a virus or any other similar programs or software which may damage the operation of our, or another party’s, computer(s) or system(s);
• is harmful, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, lewd, pornographic, hateful, or racially, ethnically or otherwise objectionable; or
• violates the rights of any party or that infringes upon or misappropriates any patent, trademark, trade secret, copyright, right of privacy or publicity, or other proprietary rights of any party (including Galiatea).

You further agree that you will not do any of the following:

• breach, through the Services, any agreements that you enter into with any third parties;
• stalk, harass, injure, or harm another individual through the Services;
• modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Services;
• interfere with or disrupt the operation of the Services, including restricting or inhibiting any other person from using the Services by means of hacking or defacing;
• transmit to or make available in connection with the Services any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;
• attempt to probe, scan or test the vulnerability of a system or network of the Services or to breach security or authentication measures without proper authorization;
• take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
• harvest or collect the email address, contact information, or any other personal information of other Users of the Services;
• use any means to crawl, scrape or collect content from the Services via automated or large group means;
• make available false, incomplete or misleading information to the Services, or otherwise provide such information to us;
• impersonate any other person or business;
• attempt to access or access any portion of the Services that is not public; or
• attempt to override or override any security measures in place on the Services.

From time to time, Galiatea may modify the rules of its Services to promote accurate representation and reliable delivery of Goods sold on its Services.  We have the right, but not the obligation, in our sole discretion to impose consequences on you for behaviors that Galiatea deems, in its sole discretion, to be inconsistent with Galiatea’s policies or the spirit of a trustworthy marketplace.  In addition, we have the right, but not the obligation, in our sole discretion to pre-screen, refuse, or remove any Buyer, listing, item or Content from the Services.

Interactions with Third Parties

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such information or Content originated You access all such information and Content at your own risk and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it.  We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.

Certain of our Services may contain links or connections to third party websites or services that are not owned or controlled by Galiatea. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Galiatea is not responsible for such risks.  We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

Galiatea has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Galiatea will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Galiatea shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site, or between Users and any third party, you agree that Galiatea is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you release Galiatea, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."

Third Party Charges

You are solely responsible for any fees or charges incurred to access the Services through an internet access or mobile access provider, or other third party.

Proprietary Rights

All right, title and interest to the Services (which includes any Galiatea Content or materials made available via the Services, the Services' look and feel, the designs, service marks, trademarks and trade names displayed on the Services) are the property of Galiatea, its affiliates, licensors or Users, and are protected by copyrights, patents, trademarks or other proprietary rights and laws.

You may not use, copy, modify, create a derivative work from, reverse engineer, sell, assign, sublicense or otherwise transfer any right, of any part of the Services without the prior written consent of the respective owner.

Unless otherwise agreed to in a separate agreement between us, with respect to any software or applications that we make available to you (collectively, the "Software"), provided that you are in compliance with these TOS, Galiatea grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use such Software for the sole purpose of enabling you to use the Services in the manner permitted by these TOS. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof. You may not assign or grant a sublicense of your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

You agree to only use the Services for personal purposes, and not for any unintended use of the Services. You agree not to reproduce, duplicate, copy, sell, trade, resell, frame, or exploit for any commercial purposes, any portion of the Services.

Feedback

By submitting feedback, ideas, ratings, reviews, or suggestions ("Feedback") to Galiatea, publicly through web pages (e.g. forums), or privately through customer service, you acknowledge and agree that: (a) your Feedback automatically becomes the property of Galiatea without any obligation of Galiatea to you; (b) your Feedback does not contain confidential or proprietary information of you or any third party; (c) Galiatea may use or disclose such Feedback for any purpose, in any way, in any media worldwide; (d) Galiatea may have something similar to the Feedback already under consideration or in development; and (e) you are not entitled to any compensation or reimbursement of any kind from Galiatea.

Indemnity

You agree to indemnify and hold Galiatea and its affiliates, members, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party relating to or arising out of the Goods you buy using the Services, your Content, your use of the Services, your violation of these TOS or any Membership Agreement, your violation of any applicable law, rule or regulation, or your violation of any rights of another.

Termination

You agree that Galiatea may terminate or suspend your Galiatea account and access to the Services at any time, without notice, for any reason, including but not be limited to, (a) breaches or violations of these TOS, including any policies or documents incorporated by reference, or any other agreement you have entered into with Galiatea, (b) requests by law enforcement or other government agencies, (c) a request by you to delete your account, (d) discontinuance or material modification to the Services, (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, or (h) nonpayment of any fees owed by you in connection with the Services. Galiatea may delete your Content, your password and all related information, and files and content associated with your account. You agree that Galiatea shall not be liable to you or any third party for any termination of your account or access to the Service.

DISCLAIMER OF WARRANTIES

THE SERVICE, CONTENT, AND PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GALIATEA AND ITS AFFILIATES, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR AVAILABILITY; AND MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL GALIATEA, ITS AFFILIATES (OR THEIR RESPECTIVE LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COST OF REPLACEMENT OF SUBSTITUTE GOODS OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100, (II) THE AMOUNT DUE UNDER OUR THEN-CURRENT REFUND POLICY, OR (III) THE FAIR MARKET VALUE OR LISTING PRICE OF THE GOODS ITEM SUBJECT TO THE APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. 

You agree that you must evaluate, and bear all risks associated with, the use of any Content and items, including any reliance on the accuracy, completeness, or usefulness of such Content and items.

Arbitration

All disputes under these TOS and/or any applicable Membership Agreement that cannot be resolved by the parties shall be submitted to arbitration under the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect. Either party may invoke this paragraph after providing 30 days' written notice to the other party. All costs of arbitration shall be divided equally between the parties. Any award may be enforced by a court of law. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.  Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted.  YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND GALIATEA ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

General

Any provisions hereunder that are intended to survive expiration or termination of these TOS will survive. The parties are independent contractors with respect to each other and no third party beneficiaries are created hereunder.  Neither party is a partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract. We may provide you with notices, including those regarding changes to these TOS and/or a Membership Agreement, including but not limited to by email, regular mail, text message, postings on the Service, or other reasonable means.  All notices you provide to us must be in writing and sent by registered mail, recognized carrier, or confirmed fax transmission, and will be deemed received upon receipt. Failure to insist upon strict performance or to exercise any term hereof will not act as a waiver of any right herein, and any waiver must be in a signed writing to be valid.  You may not assign, delegate or transfer your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Galiatea’s prior written consent. We may transfer, assign, or delegate our rights and obligations under these TOS without consent. These TOS insures to the benefit of and shall be binding on any permitted assignees. These TOS and any applicable Membership Agreement constitutes the complete, final and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes all other understandings or agreements concerning the subject matter hereof. Except for modifications or changes by us as described above, any amendment to these TOS must be in a signed writing. These TOS shall be governed by the laws of the State of New York. The parties agree that the federal and state courts New York City, New York will have exclusive jurisdiction and venue under these TOS in the event that Arbitration is not applicable. In the event that any provision of these TOS and/or Membership Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these TOS and/or Membership Agreement shall otherwise remain in full force and effect and enforceable.

Copyright Dispute Policy and Notice Procedure

Galiatea respects the intellectual property of others, and we ask our Users to do the same.  You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Galiatea, being asked to remove material that allegedly violates someone’s copyright.  We reserve the right to block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or Users.

1. Procedure for Reporting Copyright Infringements.  If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to the Galiatea’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):
2. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
3. Identification of works or materials being infringed;
4. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Galiatea is capable of finding and verifying its existence;
5. Your contact information as the “notifier” including address, telephone number and, if available, email address;
6. A statement that you have a good faith belief that the material identified in (1) above is not authorized by the copyright owner, its agent, or the law; and
7. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
8. Once Proper Bona Fide Infringement Notification Is Received by the Designated Agent.  Upon receipt of a proper notice of copyright infringement, we reserve the right to: remove or disable access to the infringing material;

Please contact Galiatea’s Designated Agent at the following address:

By email to: ippolicy@galiatea.com

By mail to:

Copyright Agent – McCarter & English, LLP

Galiatea Inc.

Worldwide Plaza, 825 8th Avenue, 31st Floor

New York, NY 10019

By fax to: 212-645-0385