Terms & Conditions
Last updated: October 23, 2022
Please read through the following Terms and Conditions carefully before using the Services of Jody Egolf Fine Art Logistics & Collections Management, LLC.
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in the singular or in the plural.
Definitions:
“Service” and “Company” will include but not be limited to the following: Jody Egolf; Jody Egolf Fine Art Logistics & Collections Management, LLC; JE, LLC; https://jodyegolf.com; emails; phone calls; text messages; and other such messages exchanged between Jody Egolf and the Client. Inclusive of all future affiliates, subsidiaries, agents, independent contractors, the owners of the facilities at which services and or storage of Property are provided, and their respective employees.
“Company” refers to Jody Egolf Fine Art Logistics & Collections Management, LLC also doing business as JE, LLC.
“Device” means any device that can access the Service such as computer, mobile phone, or digital tablet.
“Client” will refer to any persons agreeing to accept services from JE, LLC. The Client may include but is not limited to the following descriptive titles: Client, Owner, Consignor, Consignee, Person entitled to delivery of the Property, receiver of the Property, Borrower, Private Collector, Art Collector, Collector, Private Collection, Artists Estate, Foundation, Art Advisor, Advisor, Gallerist, Art Dealer, Dealer, Registrar, Registrarial Department, Working Artist, Artist, their employees, principals, and agents.
“You” means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
“Estimate” will refer to the anticipated cost of Service provided by third-party Vendors, Providers, or other such companies.
“Project” will refer to the job, assignment, goal, or desired outcome, of the relationship between JE, LLC, and the Client.
“Property” will indicate, and is not limited to, any artwork, goods, possessions, or other items and persons involved during the normal course of business in the field of fine art logistics, registration, inventory management, and collections management. Property will include but not be limited to articles of every kind and description, including their packaging, containers, or other shipping units or materials, tendered to Third-party Vendors, Providers, and other such companies, for transportation and storage related services.
“Third-party Vendors, Providers and other such companies,” will indicate, and is not limited to, shipping companies, freight forwarding companies, art handlers, storage facilities, conservators, framers, and photographers.
“Third-party Service” means any services or content (including data, information, products, or services) provided by a third-party that may be displayed, included, or made available by the Service.
Acknowledgment
By interacting with this website (https://jodyegolf.com) and communicating with Jody Egolf Fine Art Logistics & Collections Management, LLC, doing business as JE, LLC, via text, telephone, email, or any such messaging platforms, the Client agrees that it has read and fully understands these Terms and Conditions, and that these Terms and Conditions govern all respects of the Services rendered, including the limits on JE, LLC’s liability, and release of responsibility of JE, LLC for loss or damage to Property. JE, LLC reserves the right to modify these Terms and Conditions at any time.
Terms of Use
These Terms govern your access to, usage of all content, Product, and Services available at https://jodyegolf.com website (the “Service”) operated by Jody Egolf Fine Art Logistics & Collections Management, LLC.
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service. Your access to this Service is subject to Your acceptance, without modification, of all the terms and conditions contained herein and all other operating rules and policies published and that may be published from time to time by JE, LLC.
These Terms and Conditions apply to all visitors, users, and others who access or use the Service. By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions, then You may not access the Service.
Please read the Agreement carefully before accessing or using the Service. By accessing or using any part of the Service, you agree to be bound by these Terms. If you do not agree to any part of the terms of the Agreement, then you may not access or use the Services.
Privacy Policy
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. The Privacy Policy describes policies and procedures on the collection, use, and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read the Privacy Policy carefully before using this Service.
Intellectual Property
The Service and its original content (excluding Content provided by the Client or other users), features and functionality are and will remain the exclusive property of the Company and its licensors. The Service is protected by copyright, trademark, and other laws of both the USA and foreign countries. The Company name or website content may not be used in connection with any product or service without the prior written consent of the Company.
The Agreement does not transfer from JE, LLC to You any of JE, LLC’s or third-party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with JE, LLC, and its licensors.
Accounts
Where use of any part of this website and or the Service requires an account, You agree to provide JE, LLC with complete and accurate information when You register for an account. You will be solely responsible and liable for any activity that occurs under your account. You are responsible for keeping your account information up-to-date and for keeping your password secure.
You are responsible for maintaining the security of your account that you use to access this website and the Service. You shall not share or misuse your access credentials. You must notify JE, LLC immediately of any unauthorized uses of your account or upon becoming aware of any other breach of security.
Third-Party Services
In using the Service, You may use third-party services, products, software, embeds, or applications developed by a third party (“Third-Party Services”).
If you use any Third-Party Services, you understand that: any use of a Third-Party Service is at your own risk, and JE, LLC shall not be responsible or liable to anyone for Third-Party websites or Services. You acknowledge and agree that JE, LLC shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with the use of any such content, goods, or services available on or through any such websites or services.
The Client agrees that it has read and fully understands these Terms and Conditions and the Terms and Conditions of all Third-Party Vendors, Providers, and other such companies, including but not limited to: Fine Art Handlers, Transport companies, Storage facilities, Framers, Conservators, and Installation companies.
Links to Other Websites
This website and the Service may contain links to third-party websites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.
JE, LLC strongly advises You to read the Terms and Conditions and Privacy Policies of any third-party websites or services that You visit.
Termination
JE, LLC may terminate or suspend your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately.
If you wish to terminate the Agreement or your JE, LLC account, you may simply discontinue using the Services.
All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Client’s Insurance and Waiver of Subrogation
Client is solely responsible for arranging and maintaining insurance coverage for the Property at Client’s own expense for all risk of loss or damage. Client hereby waives any and all right of recovery against JE, LLC for loss and or damage to Property, persons, and goods during the course of JE, LLC’s performance of Services. This waiver shall be in addition to, and not in limitation or derogation of, any other waiver, release, or limitation of liability contained in these Terms and Conditions or any other agreement between Client and JE, LLC with respect to any loss of, or damage to, the Property, persons, and or goods.
Inasmuch as the above waiver will preclude the assignment of any claim for loss of, or damage to Property, persons, and goods by way of subrogation to an insurance company, or otherwise, Client agrees to immediately furnish its insurers with written notice of the terms of said waiver, and to have all applicable insurance policies properly endorsed, if necessary, to the effect that such waiver shall not adversely affect or impair said policies or invalidate said insurance coverage by reason of said waiver and shall waive all rights of subrogation against JE, LLC with respect to any loss of, or damage to, the Property, persons, and or goods covered by such insurance.
Client consents that JE, LLC does not provide and is not responsible to maintain any insurance with respect to the Client’s Property. If the Client does not have Fine Art Insurance, JE, LLC may from time to time advise the Client to purchase Fine Art Insurance.
Certificate of Liability Insurance (“COI”)
Third-party Vendors, Providers, Shippers, Carriers, Warehouses, and other such companies will address their Certificate of Liability Insurance (also referred to as “COI”) directly to the Owner, Property Owner, or Building Management. JE, LLC may, from time to time, assist in facilitating communication to supply the COI and will assume no risk or liability therein.
Limited Liability
Client shall insure Property against all perils of whatsoever nature. JE, LLC, Third-Party Vendors, Providers, and other such companies contracted through or introduced by JE, LLC shall not have any liability whatsoever for any consequential, indirect, punitive, or special damages, including, but not limited to, loss caused by delay, loss of revenue, income, profit, any loss in value, total loss, diminution of market value, or utility, and emotional distress whether or not JE, LLC or such companies had knowledge that such damage(s) might be incurred.
JE, LLC shall never be liable for such losses as stated here, incurred by a Client due to the actions associated with third-party Vendors, Providers, and other such companies. JE, LLC will monitor and communicate with third-party Vendors, Providers, and other such companies to avoid losses to the best of its ability.
The entire liability of the Company and any of its suppliers under any provision of these Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and or third-party hardware used with the Service, or otherwise in connection with any provision of these Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.
JE, LLC, Third-Party Vendors, Providers, and other such companies contracted through or introduced by JE, LLC reserve the right to inspect all Property if tendered with the purposes of shipping and shall be permitted to perform additional wrapping or packing, at Client’s cost when JE, LLC and such companies deem it to be necessary. JE, LLC, and such companies are not bound to transport Property by any means, schedule, vehicle or otherwise, but must transport Property with reasonable dispatch, unless otherwise agreed to in writing. Client shall be liable for the freight and other lawful charges accruing on the shipment as billed. Client agrees to indemnify, defend, and hold JE, LLC, or such companies harmless from and against any claim asserted against JE, LLC or such companies by a third party for loss or damage to Property, persons, and goods, including applicable costs and attorney’s fees and disbursements.
Client accepts and assumes risk of loss of Property stolen by thieves or hijacking. JE, LLC and such companies assume no liability and shall not be held responsible for any loss or damage to the Property or any delays, costs, expenses, liabilities, or claims due to the acts or omissions of any third-party service providers, and undertakes only to use reasonable care in the selection of third-party service providers and others to whom it may entrust the Property for services requested by Client which are not performed directly by JE, LLC and such companies.
When JE, LLC and such companies physically handle the Property, including when acting as a courier or carrier directly transporting Client’s Property, JE, LLC and such companies do so subject to the limitations of liability set forth in these Terms and Conditions.
Property Tendered
Client (as defined in these Terms and Conditions) must physically inspect all Property tendered to JE, LLC and or Third-Party Vendors, Providers, and other such companies, contracted through or introduced by JE, LLC.
Client’s Property is accepted by JE, LLC and such companies in apparent good order and condition. By tender of the Property to JE, LLC and such companies, Client represents that Client is tendering only Property that the Client has the legal right to (care, custody, and control) and acknowledges that JE, LLC, and such companies are relying on Client’s representations.
Client acknowledges that the Property will not be inspected by JE, LLC, or such companies for any purpose whatsoever, and Client waives any claim that the condition of the Property has changed, or the Property has been damaged while in JE, LLC, or such companies’ possession. Client understands that JE, LLC or such companies do not employ fine art conservators (unless for the express written purposes of condition reporting, conservation, and treatment) and that JE, LLC or such companies’ art handlers may, during the normal course of business, issue a condition report for the purposes of noting damages visible to the naked and untrained eye, which condition report is made without prejudice and is not binding on JE, LLC or such companies.
Client warrants that Property provided to JE, LLC, or such companies “packed by shipper” for the purpose of tender to JE, LLC or such companies have been packed, packaged, protected, and labeled to ensure safe handling. JE, LLC, or such companies shall not be liable for loss or damage to Property received “packed by shipper.”
Client acknowledges that JE, LLC or such companies shall be entitled to rely on the description of the Property provided by Client to JE, LLC or such companies and that acceptance of the care, custody, or control of the Property by JE, LLC or such companies is not an acknowledgment or confirmation by JE, LLC or such companies of the accuracy of such description and that JE, LLC or such companies is entitled to rely upon such description and to use such description in JE, LLC or such companies’ business records, including inventory and other reports, service requests and shipping documentation without any liability to Client or any third party with respect thereto.
The Client understands and agrees that JE, LLC or such companies are relying upon the Client’s representation with respect to the identity, nature, and condition of the Property, and agrees to indemnify, defend, and hold harmless JE, LLC or such companies from and against all claims, liabilities, demands, costs, and expenses of every nature and description (including attorney’s fees and disbursements and court costs) incurred by or asserted against JE, LLC.or such companies if this representation is untrue in any respect.
Exclusions
JE, LLC shall not be liable for loss, damage, or delay caused by including, without limitation, acts of nature (including hurricanes, typhoons, tornadoes, cyclones, other severe storms, winds, lightning, floods, earthquakes), fires, explosions, disease, or epidemics; acts of war (declared or undeclared), armed conflict or other hostile action; civil war, rebellion, revolution, insurrection or usurpation of sovereign power, anarchy, rampant lawlessness, civil or legal disobedience or any other major disruption to the rule of law and or governmental stability; riots or other civil commotion; terrorism (including hijacking, sabotage, chemical or biological attacks, nuclear events, bombing, murder, assault and kidnapping) or the threat thereof; strikes or similar labor disturbances; shortage of fuel, break down or mechanical defect of vehicles or equipment, a faulty or impassible highway, shortages of critical materials or supplies; action or inaction of governmental authorities having jurisdiction over the Services, (including the imposition of restrictions on material aspects of the applicable Services, or the revocation or refusal to grant licenses or permits, where such revocation or refusal is not due to the fault of JE, LLC, infestation or other causes of active deterioration, act or default caused by Client, defects or inherent vice in Property, or other causes beyond JE, LLC’s control (“Uncontrollable Events”). JE, LLC is not liable for loss or damage to Property after delivery, or installation, or after a Third-Party Vendor or Provider has departed an installation site. JE, LLC shall have no liability for loss or damage to any of the following: items improperly/inadequately packed or mislabeled; Property having internal or concealed damage or breakage; glass and ceramic with existing cracks; Property damaged as a result of inherent vice or weakness due to poor craftsmanship in fabrication; Property containing internal mechanics or instrumentation; Property with waxen, resinous, or viscous surface areas be they in wet, semi-dry, or in a hardened state; Damaged or excessively worn antiques; Property in disrepair, Property exhibiting prior repairs or breakage; Uncured and or not thoroughly dry objects of art, paintings, uncured and or unset varnish applied to furniture; Property with directional orientation to which Client does not affix descriptive arrows in advance; Property shipped unwrapped at the stated request of the Client; Loss or damage to mirrors, glass, marble, or stone; loss of or damage from ordinary wear, tear, or deterioration as a result of natural climatic changes which may occur despite JE, LLC and such companies’ efforts to maintain a controlled climate during storage or transit; loss of or damage to any article, pair, or set of articles consisting, when complete, for use of several Properties; unexplained or mysterious disappearance; Loss or damage or missing Property resulting from shipper’s, owner’s, or third-party’s packing or unpacking. Client acknowledges that JE, LLC shall have the right to interpret any subjective terms used above (e.g., “inadequately packed”, “inherent qualities”) as is reasonably and commonly acceptable in the fine art industry and as applied against common and previous occurrences in the normal course of handling fine art, antiques, and comparable property. JE, LLC, third-party Vendors, Providers, and other such companies will not knowingly transport/ship the following Property under any circumstance: contraband or illegal substances; firearms or ammunition; explosives, chemicals, noxious or other dangerous goods; livestock, plants, biological or hazardous goods, and any costs and expenses incurred by JE, LLC and such companies with regard to removal of any such Property shall be borne by Client, and Client agrees to indemnify, defend and hold JE, LLC and such companies harmless from and against any and all liability and damage including but not limited to costs for fines, penalties, legal fees, damaged equipment and or personal injury and workers compensation benefits to employees, and or personal injury or death to persons, including, without limitation, JE, LLC and such companies’ employees, arising out of the shipping, handling, transporting, installing, or storage of such prohibited objects.
Disclaimer
The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company’s providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or emails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs, or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
You understand that you download from, or otherwise obtain content or services through, the Service at your own discretion and risk.
No Warranties (Third-Party Facility)
Regarding any suggested fine art storage facilities, JE, LLC makes no warranties, express or implied with respect to any Services or as to the suitability or fitness for a particular use or purpose of any Facility or part thereof, unless expressly so stated and agreed in a writing. JE, LLC will within best efforts, best practices, and due diligence suggest only trusted Third-Party Vendors, Providers, and other such companies. JE, LLC. may from time to time assist Client with requesting a Facility Report from a fine art storage Vendor, Provider, and other such company. Without limiting the foregoing, Client acknowledges that no representations or warranties have been made with respect to the safety, security, or suitability of the Facility for the storage of Client’s property, and that Client inspected the Facility that Client has made its own determination of such matters including from Client’s inspection of the Facility.
Governmental Requirements
Client shall be solely responsible to understand and comply with all requirements, laws, ordinances, rules, and regulations of all International, Federal, State, and local governmental authorities and of the appropriate departments, commissions, boards, and officers thereof, pertaining in any way to the Property, including, but not limited to, those pertaining to marking, classification, licensing, transporting, exporting, and importing the Property, and shall be solely responsible for, and indemnifies JE, LLC from and against any actions taken or fines or penalties assessed due to the failure of Client to comply with any such requirements, laws, ordinances, rules, and regulations.
Bills of Lading and Warehouse Receipts
Only duly authorized and contracted Shippers’ employees may alter the faces of any Bills of Lading or warehouse receipts. Any estimates for charges for Services on any Bills of Lading or warehouse receipts are not binding on JE, LLC and such companies, but are based upon the information provided to JE, LLC and such companies by Client and are subject to change based upon actual conditions and circumstances.
Indemnity
Client shall indemnify JE, LLC for all claims, fines, penalties, damages, costs, or other sums which may be incurred by JE, LLC for any reason, including, but not limited to, any violation by the Client of these Terms and Conditions or the terms of any agreement between the Client and JE, LLC.
Jurisdiction and Applicable Law
These Terms and Conditions shall be construed according to the laws of the State of New York without giving effect to any conflict of laws rule or principle that might require the application of the laws of another jurisdiction. Unless otherwise consented to in writing, in the event of any dispute with respect to these Terms and Conditions, the parties hereby consent to the exclusive jurisdiction of the courts of the State of New York located in the County of New York and the United States District Court located in the Southern District of New York.
Disputes Resolution
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.
It the dispute remains unsettled following mediation, it shall then be determined by arbitration.
The parties hereby submit the following dispute to mediation administered by the American Arbitration Association under its Commercial Mediation Procedures.
Commercial (U.S. domestic) – Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial [or other] Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
(International dispute) – Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules.
- Details of the dispute shall remain confidential.
- Governing law, and courts, shall be that of the State of New York located in the County of New York and the United States District Court located in the Southern District of New York.
- JE, LLC shall be liable only as is stated in this Terms and Conditions.
- Forum Fees and Attorneys’ Fees shall not be the liability or responsibility of JE, LLC.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Severability
If any clause or provision of these Terms and Conditions, or the application thereof to any person or in any circumstance, shall to any extent be invalid or unenforceable, the remainder of these Terms and Conditions, or the application of such clause or provisions to persons or in circumstances other than those to which it invalid or unenforceable, shall not be affected thereby, and each clause and provision of these Terms and Conditions shall be valid and enforceable to the fullest extent permitted by law and, in such case, the provisions hereof shall be interpreted or reformed by the court so as to nearly as possible effectuate the intent of the parties.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
Translation Interpretation
These Terms and Conditions may have been translated, if JE, LLC has made them available to You on the Service. You agree that the original English text shall prevail in the case of a dispute.
Changes to Terms and Conditions
JE, LLC reserves the right, at JE, LLC’s sole discretion, to modify or replace these Terms at any time. By continuing to access or use the website and the Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
Contact
If you have any questions about these Terms and Conditions, please contact JE, LLC at [email protected].
Last Updated: October 23, 2022
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